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

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ix) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx Xxxxxx & Xxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate Certificate of incorporation Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ix) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (I) representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document (the “Perfection Certificate”). (xvii) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true and the Collateral Agent (A) certified copies of UCC search resultsrequests 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 prior five years opinion of the Collateral Agent or the Buyers, desirable to perfect an interest in any assets thereofthe security interests purported to be created by the Security Agreement, together with copies of such financing statements statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers Collateral Agent and the Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xviixviii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xix) With respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, the Company and/or such Subsidiaries, as applicable, shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security Agreement. (xx) Each Controlled Account Bank (as defined in the Notes) and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled Account Agreement (as defined in the Notes) with respect to each account of the Company or any of its Subsidiaries held at such Controlled Account Bank. (xxi) Such Buyer shall have received a letter on the letterhead of the Company, 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”). (xxii) The Company shall have duly executed and delivered to such Buyer the voting agreement in the form of Exhibit F hereof (Athe “Voting Agreement”), by and between the Company and the stockholders listed on Schedule 7(a)(xxii) copies of any attached hereto (the “Stockholders”) and the Stockholders shall have duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer executed and (C) evidence reasonably satisfactory delivered to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Voting Agreement. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxxiii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such (A) a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, (B) and the related Warrants (a Warrant initially exercisable for such aggregate number of shares of Common Stock Warrant Shares as is set forth across from such Buyer’s name in column (45) of the Schedule of Buyers) , in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement, and (C) the A&R Note and A&R Warrant. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Lucosky Xxxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each in the State of its Subsidiaries in each such entity’s jurisdiction of formation Nevada issued by the Secretary of State (or comparable office) of such jurisdiction the State of formation Nevada 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 Delaware Nevada Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Initial Conversion Shares, the Interest Shares and the Warrant Shares. (xvixv) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true certified copies of UCC search resultsrequests for copies of information on Form UCC-11, 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 thereofSubsidiaries, together with copies of such financing statements and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers Buyers, shall not show any such Liens. (xviixvi) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Such Buyer shall have delivered to received a letter on the letterhead of the Company (the Purchase Price (less“Initial Flow of Funds Letter”) duly executed by the Chief Executive Officer of the Company, in setting forth the case wire amounts of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes each Buyer and the related Warrants being purchased by such Buyer at the Closing by wire transfer instructions of immediately available funds pursuant to the wire instructions provided by the Company. (xixxvii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Issuer and the Guarantor with prior written notice thereof: (i) The Company Issuer and each Subsidiary (as the case may be) Guarantor shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party Registration Rights Agreement, (ii) the Issuer and the Company Guarantor shall have duly executed and delivered the Indenture, and shall have caused the Trustee to execute and deliver the Indenture, (iii) the Issuer shall have executed the global note representing the Notes (the “Global Note”) and shall have caused the Trustee to authenticate the Global Note in accordance with the terms of the Indenture and (iv) the Issuer shall have caused the Trustee to deliver to such Buyer such a Note (in such original the aggregate principal amount of Notes through the facilities of DTC purchased by such Buyer as is set forth across from such Buyer’s name in column (3) of on the Schedule of Buyers) and the related Warrants (for such aggregate 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. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the CompanyGuarantor’s special U.S. securities counsel, and Meitar Law Offices, the Guarantor’s special Israeli counsel, in each case, dated as of the Closing Date, in the form and substance reasonably acceptable to such Buyer. (iiic) The Company Guarantor shall have delivered to such Buyer a copy company extract of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation Guarantor issued by the Secretary Registrar of State (or comparable office) Companies of such jurisdiction of formation Israel as of a date within ten (10) days of the Closing Date. (vd) The Company Issuer shall have delivered to such Buyer (A) a certified copy of the certificate of incorporation of the Issuer, (B) a certificate evidencing the CompanyIssuer’s good standing issued by the Secretary of State of the State of Delaware and each Subsidiary(C) a certificate evidencing the Issuer’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of the Commonwealth of Massachusetts, each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, dated 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 Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ixe) Each and every representation and warranty of the Company Guarantor and the Issuer shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company Guarantor and the Issuer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company respective party at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xf) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. Ordinary Shares (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 Commission or the Principal Market from trading on the Principal Market nor shall suspension by the SEC Commission or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the Commission or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiig) The Company Guarantor and the Issuer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiih) No statute, rule, regulation, executive order, judgment, award, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction jurisdiction, and no action or proceeding shall have been instituted by any court or Governmental Entity of competent jurisdiction, that enjoins or prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivi) 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. (xvj) The Company Such Buyer shall have obtained approval received a letter on the letterhead of the Principal Market to list or designate for quotation (as Issuer, duly executed by the case may be) Chief Executive Officer of the Conversion SharesIssuer, setting forth the Interest Shares wire amounts of each Buyer and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing wire transfer instructions of the New PE Holdco Purchase Agreements, if any, and Issuer (the Call Option have been satisfied in all respects (other than the delivery “Flow of the purchase price thereunderFunds Letter”). (xviiik) Each other Buyer The Guarantor and the Issuer shall have delivered to entered into the Company the Purchase Price (lessSettlement Agreement with U.S. Bank National Association, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyas settlement agent. (xixl) The Company Guarantor and its Subsidiaries the Issuer shall have each delivered to such Buyer such other documents relating a certificate, executed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the transactions contemplated by fulfillment of the conditions specified in subsections (e), (g), (h) and (i) of this Agreement as such Buyer or its counsel may reasonably requestSection 7.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its a Note and its related Warrants corresponding Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The With respect to the Closing, the Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (the Notes in such original principal amount as is set forth across from such Buyer’s name in column (2) of the Schedule of Buyers as being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) With respect to the Closing, the Company shall have duly executed and delivered to such Buyer a Warrant for such number of Warrant Shares as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (iiiii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Blank Rome LLP, the Company’s counsel, dated as of the applicable Closing Date, in the form acceptable to such Buyer. (iiiiv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the applicable Closing Date. (vvi) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the applicable Closing Date. (vivii) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the applicable Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the applicable Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the applicable Closing. (ix) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date immediately prior to the applicable 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 applicable 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 applicable Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the applicable Securities, including without limitation, those required by the Principal Market, if any. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two 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 in connection with the applicable Closing (2the “Flow of Funds Letter”). (xvii) Business Days prior to Such Buyer shall have received all of the ClosingVoting Agreements, duly executed by each of the stockholders of the Company listed on the Schedule of Stockholders. (xviii) The Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search resultsa perfection certificate, listing all effective financing statements which name as debtor duly completed and executed by the Company or any and each of its Subsidiaries filed Subsidiaries, in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements form 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect substance satisfactory to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyBuyers. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iviii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten twenty (1020) 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 Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (iA) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (iiB) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iiiC) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company and its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiix) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiix) The Company shall have obtained all governmental, regulatory or third party consents (including, without limitation, the Existing Note Consent) and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxii) 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. (xvxiii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Sharesif any. (xvixiv) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead 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 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder“Wire Instructions Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the Common Shares and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and Documents, (ii) via DWAC, the Company shall have duly executed and delivered to number of Common Shares being purchased by such Buyer such a Note at the Closing pursuant to this Agreement, (iii) the Series A Warrants (allocated in such original principal amount amounts as is set forth across from such Buyer’s name in column Buyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement and (3iv) of the Schedule of Buyers) and the related Series B Warrants (for allocated in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxx Law Group LLP, the Company’s 's counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (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 of formation 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 Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 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) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b3(d) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Company's Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany's Bylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (ixviii) Each The representations and every representation and warranty 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 originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific 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, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit F. (xix) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five (5) days before the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market 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. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required Securities and the transactions contemplated by the Principal MarketTransactions Documents and all payments thereunder. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Common Shares and Series B Warrants hereunder and the Company shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder. (xiii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or could be expected to result in a Material Adverse Effect. (xv) The Company Voting Agreement shall have obtained approval been executed and delivered to such Buyer by the Company and each of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant SharesStockholders. (xvi) Within two Victory Park shall have entered into an agreement with the Company in the form attached hereto as Exhibit G (2the "VPC Settlement Letter") Business Days prior (i) waiving the rights to participate in the transactions contemplated hereby, (ii) restricting the ability of holder of that certain Warrant (the "Financing Warrant") issued by the Company on October 30, 2014 in connection with the Victory Park Agreement for a period that is not less than one hundred thirty five (135) days from the Closing Date (a) to put the Financing Warrant to the ClosingCompany, and (b) in the event of a put, permitting the Company forty-five (45) days from receipt of the put notice to pay to the put amount; and (iii) agreeing to release the security interest in the Company's assets granted in connection with the Victory Park Agreement, upon payment of $4,065,351 under the Victory Park Agreement as contemplated herein The VPC Settlement Letter shall be acknowledged and agreed by VPC SBIC I, LP, the Company shall have delivered or caused to be delivered to each Buyer true copies holder 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 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 LiensFinancing Warrant. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect received a pay-off letter in form and substance reasonably acceptable to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer Buyers from Victory Park, on behalf of each lender under the Victory Park Agreement, indicating that upon receipt of $4,065,351, that all conditions to closing obligations of the New PE Holdco Purchase Agreements, if anyCompany and its Subsidiaries under, and the Call Option have been satisfied in all respects (other than the delivery rights of the purchase price thereunder)lenders under, the Victory Park Agreement shall have terminated and all security interests released. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer and the Placement Agent shall have received the opinion of Xxxxx Fxxxx & Xxxxxx Lxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate Certificate of incorporation Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ix) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by Material Adverse Effect or materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company pursuant to the Transaction Documents at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within two (2) calendar days of the Closing 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 nor shall suspension by the SEC have been threatened, as of the Closing DateMarket. (xii) The Except as contemplated by Section 4(z) hereof, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably would be expected to have or result in a Material Adverse Effect. (xv) The Except as contemplated by this Agreement, including Section 4(z) hereof, the Company shall have obtained any approval of required by the Principal Eligible Market on which the Common Stock is then traded to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true (A) certified copies of UCC search resultsrequests 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 prior five years opinion of the Buyers, desirable to perfect an interest in any assets thereofthe security interests purported to be created by the Notes, together with copies of such financing statements statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Collateral (as defined in the Notes), and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xvii) The Company Each Control Account Bank shall have duly executed and delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation a Control Account Agreement with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing Buyer’s Master Restricted Account of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Company held at such Control Account Bank. (xviii) Each other Such Buyer shall have delivered 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 with respect to the Company portion of the Purchase Price set forth in column (less5) of the Schedule of Buyers and, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by of the CompanyControl Account Bank with respect to the portion of the Purchase Price set forth in column (6) of the Schedule of Buyers related to the Master Restricted Account (the “Flow of Funds Letter”). (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note Common Shares, Initial Preferred Shares and its related Warrants Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer (x) such a Note (in such original principal amount as is aggregate number of Common Shares set forth across from such Buyer’s 's name in column (3) of the Schedule of Buyers, and (y) and the related Warrants a Warrant (initially for such aggregate number of shares of Common Stock Warrant Preferred Shares as is set forth across from such Buyer’s 's name in column (45) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. The Company shall have also delivered to such Buyer evidence, reasonably satisfactory to such Buyer, that a book-entry representing the issuance of such aggregate number of Initial Preferred Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers has been established on the books and records of the Company at the Transfer Agent. (ii) Such Buyer shall have received the opinion of Xxxxx Xxxxxx & Xxxxxx LLP, the Company’s 's counsel, dated as of the Closing Date, in the form 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 Company’s transfer agentTransfer Agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary Registrar of State (or comparable office) Corporations for the Republic of such jurisdiction of formation the Xxxxxxxx Islands as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing certified copy of the Company’s Articles of Incorporation and each Subsidiary’s qualification the Statement of Designations as a foreign corporation and good standing issued certified by the Secretary Registrar of State (or comparable office) Corporations for the Republic of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date Xxxxxxxx Islands 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 Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s 's board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiix) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxii) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect. (xvxiii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants 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: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is aggregate number of Securities set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (iib) Such Buyer shall have received the opinion opinions of Xxxxx & Xxxxxx LLP, the Company’s U.S. counsel and the Company’s British Virgin Islands counsel, dated as of the Closing Date, in the form 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 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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation Association of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws Memorandum of Association of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixg) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xh) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock Shares outstanding on the Closing Date immediately prior to the Closing. (xii) 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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiij) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiik) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivl) 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. (xvm) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant SharesSecurities. (xvin) Within two 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 any director and/or officer, as applicable, of the Company that beneficially owns at least 2% of the Common Shares outstanding as of the date hereof (collectively, the “Stockholders”), and each of the Stockholders shall have duly executed and delivered to such Buyer such Lock-Up Agreements. (o) Business Days 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 Company Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered been suspended or caused to be delivered to each Buyer true copies 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 UCC search resultshostilities or other national or international calamity of such magnitude in its effect on, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed material adverse change in, any financial market which, in each case, in the prior five years reasonable judgment of each Buyer, makes it impracticable or inadvisable to perfect an interest in any assets thereof, together with copies purchase the Securities at the Closing (q) The Registration Statement shall be effective and available for the issuance and sale of such financing statements the Securities hereunder 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, Prospectus and the Call Option have been satisfied in all respects (other than the delivery of the purchase price Prospectus Supplement as required thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixr) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note Preferred Shares and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is A) the aggregate number of Preferred Shares set forth across from opposite such Buyer’s name in column (3) of on the Schedule of Buyers, and (B) and the related Warrants (for such aggregate number of shares of Common Stock Warrants as is set forth across from opposite such Buyer’s name in column (4) of the Schedule of Buyers) , in each case, being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Gxxxxxx Procter LLP, the Company’s counsel, dated as of the Closing Date, in the form and substance 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 and substance reasonably acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation (including the Certificate of Designations) as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form and substance reasonably acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form and substance reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form and substance reasonably acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market, in each case other than such notifications received from the Principal Market and disclosed by the Company in the SEC Documents. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Preferred Shares, the Interest Conversion Shares and the Warrant Preferred Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two The Company shall have duly executed and delivered to such Buyer a voting agreement in the form of Exhibit E hereof (2the “Voting Agreement”), duly executed and delivered to such Buyer by the holder of the Company’s Series A Preferred Stock (the “Principal Stockholder”), representing at least 51% of the outstanding voting securities of the Company as of the date hereof. The Company shall have delivered to such Buyer the Stockholder Consent executed by the Principal Stockholder, in form and substance reasonably satisfactory to such Buyer. (xvii) Business Days 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 (xviii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered or caused to be delivered to each such 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 Prospectus and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except Prospectus Supplement as otherwise agreed to in writing by the Buyers shall not show any Liensrequired thereunder. (xviixix) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx Xxxxxx & Xxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate Certificate of incorporation Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ix) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (I) representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder, in each case, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 or Form UCC-3 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document (the “Perfection Certificate”). (xvii) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true and the Collateral Agent (A) certified copies of UCC search resultsrequests 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 prior five years opinion of the Collateral Agent or the Buyers, desirable to perfect an interest in any assets thereofthe security interests purported to be created by the Security Agreement, together with copies of such financing statements statements, none of which, except for Permitted Liens and as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, which results, except for Permitted Liens and as otherwise agreed to in writing by the Buyers Collateral Agent and the Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xviixviii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xix) With respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, the Company and/or such Subsidiaries, as applicable, shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property Rights of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security Agreement. (xx) Each Controlled Account Bank (as defined in the Notes) and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled Account Agreement (as defined in the Notes) with respect to each account of the Company or any of its Subsidiaries held at such Controlled Account Bank. (xxi) Such Buyer shall have received a letter on the letterhead of the Company, 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”) and reflecting the repayment in full of the Existing Notes in connection therewith. (xxii) The Company shall have duly executed and delivered to such Buyer the voting agreement in the form of Exhibit G hereof (Athe “Voting Agreement”), by and between the Company and the stockholders listed on Schedule 7(a)(xxii) copies of any attached hereto (the “Stockholders”) and the Stockholders shall have duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer executed and (C) evidence reasonably satisfactory delivered to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Voting Agreement. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxxiii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the Debentures at the Initial Closing and any Subsequent 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 each Subsidiary (as the case may be) Parent shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and Documents, (B) the Company shall have duly executed and delivered to such Buyer such a Note Debentures (in such original principal amount denominations as is set forth across from such Buyer’s name in column (3) of Buyer shall have requested prior to the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersClosing) being purchased by such Buyer at the such Closing pursuant to this Agreement, and (C) the Class C Warrants. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPDeMint Law, PLLC, the Company’s and Parent’s outside counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit D attached hereto. (iii) The Company Parent shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the CompanyParent’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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualifybusiness, as of a date within ten (10) days of reasonably proximate to the Closing Date. (vi) Parent shall have delivered to such Buyer a certificate evidencing Parent’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Parent conducts business, as of a date reasonably proximate to 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 Delaware Secretary of State within ten (10) days of the State of Nevada reasonably proximate to the Closing Date. (viiviii) Each Subsidiary Parent shall have delivered to such Buyer a certified copy of its certificate Parent’s Articles of incorporation Incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction the State of incorporation within ten (10) days of Nevada reasonably proximate to the Closing Date. (viiiix) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Company’s Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany’s Bylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (ixx) Each Parent shall have delivered to such Buyer a certificate, executed by the Secretary of Parent and every representation 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 warranty (iii) Parent’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (xi) The representations and warranties of the Company and Parent shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) ), and the Company 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 any Subsequent Closing Date, such Buyer shall have received a certificate, duly 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 acceptable to such Buyer.attached hereto as Exhibit F. (xxii) The Company Parent shall have delivered to such Buyer a letter from the CompanyParent’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xixiii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date. , either (xiiA) The Company shall have obtained all governmental, regulatory in writing by the SEC or third party consents and approvals, if any, necessary for the sale Principal Market or (B) by falling below the minimum listing maintenance requirements of the Securities, including without limitation, those required by the Principal Market. (xiiixiv) No statuteIn accordance with the terms of the Security Documents, rule, regulation, executive order, decree, ruling or injunction the Parent shall have been enacteddelivered to the Collateral Agent (A) certificates representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital stock, enteredalong with duly executed blank stock powers and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits in the consummation of any opinion of the transactions contemplated Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document (the Transaction Documents. (xiv) 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“Perfection Certificate”). (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company Parent or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements 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 Lienssuch Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Parent and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xvi) The Parent shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property of the Parent and its Subsidiaries, in the form attached hereto as Exhibit J. (xvii) The Company and Parent shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreementsobtained all governmental, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer regulatory or third party consents and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreementsapprovals, if any, and necessary for the Call Option have been satisfied in all respects (other than the delivery sale of the purchase price thereunder)Securities. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries 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. (a) The obligation of each Buyer hereunder to purchase its Note the Preferred Shares and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to such Buyer such a Note Preferred Shares (in such original principal amount face amounts as is set forth across from such Buyer’s name Buyer shall request in column (3) of the Schedule of Buyerswriting) and the related Warrants (for in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name Buyer shall request in column (4) of the Schedule of Buyerswriting) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx Akin Gump Strauss Hauer & Xxxxxx Feld LLP, the Company’s counseltxx Xxxxaxx'x couxxxx, dated as of the Closing Date, in substantially the form acceptable to such Buyerof EXHIBIT E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof EXHIBIT F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries Valence Technology (Nevada), Inc. in each such entity’s jurisdiction corporation's state of formation incorporation issued by the Secretary of State (or comparable office) of such jurisdiction state of formation 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 and each Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, State of Texas 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 Delaware Secretary of State of the State of Delaware within ten (10) 10 days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the an Assistant Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such BuyerBuyer (the "RESOLUTIONS"), (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as EXHIBIT F. (ixviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyerattached hereto as EXHIBIT G2. (xix) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Closing DatePrincipal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by Preferred Shares and the Principal MarketWarrants. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xvxii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Lucosky Xxxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentagent and shall remain in full force and effect as of the Closing Date. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation Company’s qualification as a foreign corporation 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 the State of Nevada and each jurisdiction of formation in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing certified copy of the Company’s and each Subsidiary’s qualification Certificate of Incorporation as a foreign corporation and good standing issued certified by the Nevada 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. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiix) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum 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, including without limitation, those required by the Principal Market, if any. (xiiixi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxii) 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. (xvxiii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, Shares issuable upon conversion of the Interest Shares and the Warrant SharesNotes. (xvixiv) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true certified copies of UCC search resultsrequests for copies of information on Form UCC-11, 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 thereofSubsidiaries, together with copies of such financing statements statements, and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, in each case, none of which resultsshall show any Liens (other than Permitted Liens (as defined in the Notes)). (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) 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 as otherwise for any suspension of trading of limited duration agreed to in writing by the Buyers 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 shall not show 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 Liens.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 Notes to be issued in the Initial Closing and the Conversion Shares issuable upon conversion thereof pursuant to the terms of the Indenture and the Supplemental Indenture for the Notes and the Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation the Prospectus and the Prospectus Supplement with respect to the Call Option thereto as may be reasonably requested by such Buyer required hereunder and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer The Company shall have filed a Form T-1, in form and substance satisfactory to the Trustee, with respect to the transaction contemplated hereby in accordance with TIA 305(b)(2). (xix) The Trustee shall have duly executed and delivered to the Company and such Buyer the Purchase Price (less, in the case of any BuyerIndenture, the amounts withheld pursuant to Section 4(g)) Supplemental Indenture for the Notes to be issued in the Initial Closing and the related Warrants being purchased by such Buyer at custodian agreements in the Closing by wire transfer of immediately available funds pursuant to form attached hereto as Exhibit C hereof (the wire instructions provided by “Custodian Agreements”). The Indenture and the CompanySupplemental Indenture for the Notes shall be qualified under the TIA. (xixxx) The Company shall have duly executed and delivered to such Buyer the voting agreement in the form of Exhibit D hereof (the “Voting Agreement”), by and between the Company and the stockholders listed on Schedule 7(a)(xxiv) attached hereto (the “Stockholders”) and the Stockholders shall have duly executed and delivered to such Buyer the Voting Agreement. (xxi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 AgreementBuyers attached hereto. (iib) Such Buyer shall have received the opinion of Xxxxx Sxxxxxxx & Xxxxxx Worcester, LLP, the Company’s counsel, dated as of the Closing Date, in the form 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 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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing DateDate where failure to so qualify would result in a Material Adverse Effect. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation Charter as certified by the Delaware Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (viig) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate Certificate of incorporation Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiih) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Charter of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ixi) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xj) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xik) The Common Stock (Ii) shall be designated for quotation or listed (as applicable) on the Principal Market Trading Market, and (IIii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the SEC or the Trading Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Trading Market, or (B) by falling below the minimum maintenance requirements of the Trading Market. (xiil) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the SecuritiesNotes, including without limitation, those required by the Principal Trading Market, if any. (xiiim) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivn) 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. (xvo) The Company shall have obtained approval of the Principal Trading Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvip) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead 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 shall have delivered or caused to be delivered to each Buyer true copies (the “Flow 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunderFunds Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixq) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, Xxxxxxx Procter LLP the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Interest Shares Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the Warrant Shareswire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two (2) Business Days prior to the Closing, the The Company and Varian 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 consummated the Company or any of its Subsidiaries filed transactions contemplated by that certain asset purchase agreement in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements and form attached hereto as Exhibit E (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 Liens“Asset Purchase Agreement”). (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx Fxxxxxxx Kxxxxx Sxxxxx & Xxxxxx Axxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company 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 specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) Since the date of execution of this Agreement, no event or series of events shall have occurred that would reasonably would be expected to have or result in a Material Adverse Effect. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Interest Shares Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the Warrant Shareswire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two The Company shall have duly executed and delivered to such Buyer the voting agreement in the form of Exhibit B hereof (2the “Voting Agreement”), by and between the Company and the stockholders named on schedule 7(a)(xvi) Business Days attached hereto (the “Stockholders”) and the Stockholders shall have duly executed and delivered to such Buyer the Voting Agreements. (xvii) 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 (xviii) The shares of Common Stock issuable upon conversion of the Series A Notes (as defined in the 2019 Agreement) shall be available to be resold by the 2019 Holders pursuant to an effective and available registration statement of 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 filed with 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 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 LiensSEC. (xviixix) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the Notes and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such a Note Buyer at the Closing pursuant to this Agreement, and (in such original principal amount as is set forth across from such Buyer’s name in column (3iii) of the Schedule of Buyers) and the related Warrants (for allocated in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxxx, Xxxxx & Xxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable officeoffice or a bring-down certificate from Corporation Service Company) 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) 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 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) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (ixviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit F. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction The Registration Statement shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits be effective and available for the consummation of any issuance and sale of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares Securities hereunder and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, Prospectus and the Call Option have been satisfied in all respects (other than the delivery of the purchase price Prospectus Supplement as required thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxiii) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (iib) Such Buyer shall have received the opinion of Xxxxx Xxxxxxxx & Xxxxxx LLPKarailla, P.L., the Company’s counsel, dated as of the Closing Date, in the form 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 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 of formation as of a date within ten (10) business days of the Closing Date. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) business days of the Closing Date. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Delaware Florida Secretary of State within ten (10) business days of the Closing Date. (viig) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) business days of the Closing Date. (viiih) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (iI) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (iiII) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iiiIII) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixi) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xj) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xik) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xiil) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiim) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority or other Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivn) 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. (xvo) The Company shall have obtained preliminary oral approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvip) The Company shall have delivered to such Buyer the Shareholder Consent as executed by each of Xxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxx, PBC Digital Holdings, LLC, PBC Digital Holdings II, LLC, and PBC MGPEF Holdings, LLC (collectively, the “Primary Shareholders”), and delivered to such Buyer the voting agreements in the forms of Exhibit H hereto (the “Voting Agreements”) by and between the Company and each of Messrs. Xxxxxx and Xxxxxxx, as duly executed by the Company and each such Person. (q) In accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Subsidiaries’ shares of capital stock 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 on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document. (r) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (i) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements 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 Lienssuch Liens (as defined in the Security Documents); and (ii) a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Buyers (the “Perfection Certificate”). (xviis) The Company Such Buyer shall have delivered to such received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire instructions of the Company. (t) Such Buyer (A) copies of any duly New PE Holdco Purchase Agreementsshall have received evidence, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing the Existing Comvest Indebtedness shall have been (or concurrently with the Closing shall be) exchanged for the Subordinated Notes. (u) Such Buyer shall have received a duly executed copy of the New PE Holdco Purchase Agreements, if any, and paydown letter with respect to any indebtedness of the Call Option have been satisfied in all respects Company owed to the Subordinated Lender (other than the delivery of Subordinated Notes), in form and substance reasonably satisfactory to the purchase price thereunder)Collateral Agent. (xviiiv) Each other Such Buyer shall have received the Subordination Agreement duly executed and delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanySubordinated Lender. (xixw) The Company shall have caused its mortgagor Subsidiaries to deliver to Collateral Agent on behalf of the Buyers the Mortgage and applicable UCC-1 financing statements with respect to the Properties. (x) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount aggregate number of of Preferred Shares as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation Charter as certified by the Delaware Secretary of State of the Company’s jurisdiction of formation within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary Charter and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company and its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (ix) The Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Nevada and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been amended. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have have, or result in in, a Material Adverse Effect. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the The Company shall have delivered or caused to be delivered to each Buyer true copies obtained the waiver of UCC search results, listing all effective financing statements which name as debtor the Company or any registration rights of its Subsidiaries filed the investors that participated in the prior five years private placement of the Company’s securities, consummated on November 15, 2013 and January 13, 2014, in form and substance reasonably satisfactory to perfect an interest in any assets thereof, together with copies of such financing statements 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 LiensBuyers. (xvii) The Company At least $4 million, but no more than $6 million, in aggregate Purchase Price of Preferred Shares shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to be purchased by the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of Buyers at the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Closing. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note Preferred Shares and its related Incremental Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is A) the aggregate number of Preferred Shares set forth across from opposite such Buyer’s name in column (3) of on the Schedule of BuyersBuyers and (B) and twenty (20) Incremental Warrants, each to acquire the related Warrants (for such aggregate number of shares of Common Stock as is Preferred Shares set forth across from opposite such Buyer’s name in column (45) of on the Schedule of Buyers) , as being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Lxxxxxxxxx Xxxxxxx LLP, the Company’s counsel, and Pxxxxxx Xxxxx & Lxxxxxx, the Company’s Nevada counsel, dated as of the Closing Date, in the form 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 Company’s transfer agentTransfer 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 Nevada issued by the Nevada Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of prior to the Closing Date. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of prior to 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 Nevada Secretary of State within ten (10) days of prior to the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixh) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xij) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiik) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Marketif any. (xiiil) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivm) 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. (xvn) The Company shall have obtained approval submitted a Listing of Additional Shares Notification with the Principal Market with respect to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Incremental Warrant Conversion Shares. (xvio) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead 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 shall have delivered or caused to be delivered to each Buyer true copies (the “Flow 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 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 LiensFunds Letter”). (xviip) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of (i) the New PE Holdco Purchase AgreementsCompany’s senior secured term loan facility (the “Term Loan”) with Alter Domus (US) LLC, if any, as agent (the “Term Loan Agent”) and the Call Option Term Loan Lenders, has been amended to extend the maturity date by one (1) year and (ii) each of Energy Impact Partners Credit Fund I, LP, Energy Impact Partners Credit Fund II, LP and BP Holdings XVII, LP (each, a “Term Loan Lender”) and the Term Loan Agent have been satisfied in executed amendments to the documents evidencing the Indebtedness held by each such Term Loan Lender agreeing to (A) forego all respects payments of principal and interest until March 31, 2026 and (B) remove any applicable financial covenants (other than a financial covenant requiring the delivery of Company to maintain cash and cash equivalents equal to or greater than $2,500,000), in form and substance reasonably satisfactory to such Buyer, and any other amendments as may be required by the purchase price thereunder)Required Holder. (xviiiq) Each other Buyer The Company shall have caused the Persons identified on Schedule 7(q) hereto to have executed and delivered to the Company the Purchase Price (less, such Buyer a Support Agreement in the case of any a form to be approved by such Buyer, whereby such parties agree to vote in favor of the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyStockholder Approval. (xixp) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the Debentures at the Initial Closing and any Subsequent 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 each Subsidiary (as the case may be) Parent shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and Documents, (B) the Company shall have duly executed and delivered to such Buyer such a Note Debentures (in such original principal amount denominations as is set forth across from such Buyer’s name in column (3) of Buyer shall have requested prior to the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersClosing) being purchased by such Buyer at the such Closing pursuant to this Agreement, and (C) the Class C Warrants. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPDeMint Law, PLLC, the Company’s and Parent’s outside counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit D attached hereto. (iii) The Company Parent shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the CompanyParent’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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualifybusiness, as of a date within ten (10) days of reasonably proximate to the Closing Date. (vi) Parent shall have delivered to such Buyer a certificate evidencing Parent’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Parent conducts business, as of a date reasonably proximate to 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 Delaware Secretary of State within ten (10) days of the State of Nevada reasonably proximate to the Closing Date. (viiviii) Each Subsidiary Parent shall have delivered to such Buyer a certified copy of its certificate Parent’s Articles of incorporation Incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction the State of incorporation within ten (10) days of Nevada reasonably proximate to the Closing Date. (viiiix) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Company’s Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany’s Bylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E. (ixx) Each Parent shall have delivered to such Buyer a certificate, executed by the Secretary of Parent and every representation 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 warranty (iii) Parent’s Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit E. (xi) The representations and warranties of the Company and Parent shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) ), and the Company 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 any Subsequent Closing Date, such Buyer shall have received a certificate, duly 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 acceptable to such Buyer.attached hereto as Exhibit F. (xxii) The Company Parent shall have delivered to such Buyer a letter from the CompanyParent’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xixiii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date. , either (xiiA) The Company shall have obtained all governmental, regulatory in writing by the SEC or third party consents and approvals, if any, necessary for the sale Principal Market or (B) by falling below the minimum listing maintenance requirements of the Securities, including without limitation, those required by the Principal Market. (xiiixiv) No statuteIn accordance with the terms of the Security Documents, rule, regulation, executive order, decree, ruling or injunction the Parent shall have been enacteddelivered to the Collateral Agent (A) the executed Security Documents and (B) appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits in the consummation of any opinion of the transactions contemplated Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document (the Transaction Documents. (xiv) 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“Perfection Certificate”). (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral Agent (A) true copies of UCC search results, listing all effective financing statements which name as debtor the Company Parent or any of its Subsidiaries filed in the prior five (5) years to perfect an interest in any assets thereof, together with copies of such financing statements 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 Lienssuch Liens (as defined in the Security Documents); and (B) a perfection certificate, duly completed and executed by the Parent and each of its Subsidiaries, in form and substance satisfactory to the Buyers. (xvi) The Parent shall have duly executed and delivered to such Buyer each a Joinder to Assignment For Security for the Intellectual Property of the Parent and its Subsidiaries, in the form attached hereto as Exhibit J. (xvii) The Company and Parent shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreementsobtained all governmental, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer regulatory or third party consents and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreementsapprovals, if any, and necessary for the Call Option have been satisfied in all respects (other than the delivery sale of the purchase price thereunder)Securities. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Notes at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 AgreementBuyers attached hereto. (iib) Such Buyer shall have received the opinion of Xxxxx Xxxxxx Xxxxxx & Xxxxxx Xxxxxx, LLP, the Company’s counsel, dated as of the applicable Closing Date, in the form 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 Company’s transfer agent. (ivd) The Company shall have delivered to such Buyer a duly executed copy of the Voting Agreement and a duly executed copy of the Registration Rights Agreement, each dated as of the First Closing Date. (e) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten thirty (1030) days of the applicable Closing Date. (vf) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten thirty (1030) days of the applicable Closing DateDate where failure to so qualify would result in a Material Adverse Effect. (vig) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation Charter as certified by the Delaware Secretary of State (or comparable office) of its jurisdiction of incorporation within ten thirty (1030) days of the applicable Closing Date. (viih) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate Certificate of incorporation Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten thirty (1030) days of the applicable Closing Date. (viiii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary an officer of the Company and each Subsidiary and dated as of the applicable Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Charter of the Company and the organizational documents of each Subsidiary Subsidiary, and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, if applicable, each as in effect at the applicable Closing. (ixj) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xk) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date immediately prior to the Closing. (xil) The shares of Common Stock (Ii) shall be designated for quotation or listed (as applicable) on the Principal Market Trading Market, and (IIii) shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the SEC or the Trading Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Trading Market, or (B) by falling below the minimum maintenance requirements of the Trading Market. (xiim) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the SecuritiesNotes, including without limitation, those required by the Principal Trading Market, if any. (xiiin) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivo) 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. (xvp) The Company shall have obtained approval of the Principal Trading Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xviq) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead of the Company, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company shall have delivered or caused to be delivered to each Buyer true copies (the “Flow 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunderFunds Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixr) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (42) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the an opinion of Xxxxx & Xxxxxx Gxxxxxxxx Txxxxxx, LLP, the Company’s counsel, dated as the date of the Closing Date, in issuance of the form acceptable Note to such Buyer, stating that the Company is a corporation incorporated under the laws of the State of Delaware, the Transaction Documents have been duly authorized by all requisite corporate action on the part of the Company, and that the Conversion Shares, if and when issued in accordance with the terms of the Notes, will be duly authorized, fully paid and non-assessable, which opinion may be subject to such assumptions and conditions are normally set forth in opinions of legal counsel in respect of such matters. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (viv) The Company shall have delivered to such Buyer a certificate or other reasonably acceptable evidence evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (viv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such SubsidiaryCompany’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time in all material respects (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer 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 reasonably acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xiiviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivx) 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. (xvxi) The In accordance with the terms of the Security Documents, the Company shall have obtained approval delivered to such Buyer copies of appropriate financing statements on Form UCC-1 duly filed in such office or offices and in the offices of the Principal Market United States Patent and Trademark Office as may be necessary or, in the opinion of the Buyers, desirable to list or designate for quotation (as perfect the case may be) the Conversion Shares, the Interest Shares and the Warrant Sharesfirst priority security interests purported to be created by each Security Document. (xvii) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search resultsresults in the Company’s jurisdiction of incorporation, 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 statements, none of which, except for those filed in connection with the 2015 Convertible Notes, shall cover any of the Collateral (as defined in the Security Documents) and the results of searches for any tax lien and judgment lien in the jurisdiction of the Company’s principal place of business filed against such Person or its property, which results, except as otherwise agreed to in writing by the Required Buyers shall not show any Lienssuch Liens (as defined in the Security Documents); and (ii) at the Closing, the Company shall have delivered or caused to be delivered to each Buyer a perfection certificate, duly completed and executed by the Company, in form and substance reasonably satisfactory to the Required Buyers. (xviixiii) Since the Effective Date, the Company shall not have amended, modified, waived compliance with or terminated, revoked or rescinded in any manner or respect (and the Company shall not have taken any action, or permitted any action to be taken (whether through the Company’s inaction or otherwise), that has a similar effect to any of the foregoing) any provision of any of material agreements and all of such agreements shall be in full force and effect. (xiv) The Company shall have delivered to such Buyer (A) copies a letter dated as of any duly New PE Holdco Purchase Agreementsthe Closing Date, (B) such documentation with respect to the Call Option as may be in a form reasonably requested by such Buyer and (C) evidence reasonably satisfactory acceptable to such Buyer that all conditions to closing of Buyer, executed by the New PE Holdco Purchase Agreements, if any, and Company (the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder“Disclosure Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request. (xvi) That the Earlier Investors shall have entered into a Consent and Modification Agreement, in the form attached hereto as Exhibit F, with the Company. (xvii) That Notes having an aggregate principal amount of at least $5,000,000 are purchased by the Buyers.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the Notes and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and (B) the Company shall have duly executed and delivered to such Buyer such a Note Notes (in such original principal amount amounts as is set forth across from such Buyer’s name in column (3) of Buyer shall have requested prior to the Schedule of BuyersClosing) and the related Warrants (for in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of Buyer shall have requested prior to the Schedule of BuyersClosing) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Xxxxx Ropes & Xxxxxx Gxxx LLP, the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form acceptable to such Buyerof Exhibit H attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivc) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation 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 the State of formation Delaware as of a date within ten (10) 10 days of the Closing Date. (vd) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, Washington 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 of Incorporation as certified by the Delaware Secretary of State of the State of Delaware within ten (10) 10 days of the Closing Date. (viif) Each Subsidiary The Company shall have delivered to such Buyer a certified copy of its certificate the Irrevocable Transfer Agent Instruction, in the form of incorporation as certified Exhibit F attached hereto and a copy of the Lumera Transfer Agent Instruction, in the form of Exhibit G attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Secretary of State (or comparable office) of such SubsidiaryCompany’s jurisdiction of incorporation within ten (10) days of the Closing Datetransfer agent and Lumera’s transfer agent, respectively. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors or a committee thereof in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit I. (ixh) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit J. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by Notes and the Principal MarketWarrants. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xvj) The Company shall have obtained approval delivered to such Buyer, a stock certificate representing such number of Lumera Shares as set forth on the Principal Market to list or designate for quotation Schedule of Buyers on column (as the case may be6) the Conversion Sharesthereto, the Interest Shares and the Warrant Sharestogether with duly executed blank stock powers. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xviik) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Company Common Stock outstanding as of a date within ten days of the Closing Date. (l) The Company Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) copies of any duly New PE Holdco Purchase Agreements, in writing by the SEC or the Principal Market or (B) such documentation with respect to by falling below the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing minimum listing maintenance requirements of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Principal Market. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixm) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx Davidoff Hutcher & Xxxxxx Citron LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 of formation Nevada 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 Delaware Secretary of State of Nevada within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval any required approval, if any, of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Interest Shares Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the Warrant Shareswire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is aggregate number of Preferred Shares set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx Wexler, Burkhart, Xxxxxxxxxx & Xxxxxx Xxxxx, LLP, the Company’s counsel, dated as of the Closing Date, in the form 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 Company’s transfer agentTransfer 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 of formation 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b3(a) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and 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 specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing 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 reasonably acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date Business Day immediately prior to the ClosingClosing Date. (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 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 (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Interest Shares Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the Warrant Shareswire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two From the date hereof to the Closing Date, (2i) Business Days 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 Company Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered been suspended or caused to be delivered to each Buyer true copies 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 UCC search resultshostilities or other national or international calamity of such magnitude in its effect on, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed material adverse change in, any financial market which, in each case, in the prior five years reasonable judgment of each Buyer, makes it impracticable or inadvisable to perfect an interest in any assets thereof, together with copies of such financing statements and purchase 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 Securities at the Buyers shall not show any Liens.Closing (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the Notes and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) : The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and (B) the Company shall have duly executed and delivered to such Buyer such a Note Notes (in such original principal amount amounts as is set forth across from such Buyer’s 's name in column (3) of the Schedule of Buyers) Buyers and the related Warrants (for in such aggregate number of shares of Common Stock principal amounts as is set forth across from such Buyer’s 's name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) . Such Buyer shall have received the opinion of Xxxxx Holland & Xxxxxx Knight, LLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyer. (iii) of Exhibit E attached hereto. The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (iv) . The Company shall have delivered to such Buyer a certificate evidencing written correspondence from the formation and good standing of Company's service company to the effect that the Company and each of its Subsidiaries is in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation 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 and each Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 Delaware Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) . The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing. (ix) Each , in the form attached hereto as Exhibit F. The representations and every representation and warranty warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) attached hereto as Exhibit G. The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the Closing. (xi) Date. The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date. , either (xiiA) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to . Simultaneously with the Closing, the Company shall have delivered or caused repaid $300,000 of its note issued on March 31, 2005 to Independence Water Group in the principal amount of $850,000. The maturity date of each of the following will be delivered extended to no earlier than March 31, 2006 and each Buyer true copies will be subordinated to the Securities to the reasonable satisfaction of UCC search results, listing all effective financing statements which name as debtor the Buyer: A loan to the Company or any from Xxxxx Xxxxxx, CEO of its Subsidiaries filed in the prior five years Company for $300,000 (the "Xxxxxx Loan"). Loans to perfect an interest in any assets thereofthe Company from Xxxxx Xxxxxxxx, together with copies a shareholder of such financing statements the Company for $250,000 and $200,000 (collectively, the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed "Xxxxxxxx Loans"). The former loan is witnessed by a note issued to in writing by the Buyers shall not show any Liens. (xvii) DNV LLC. The Company shall have delivered executed a Letter of Intent to such Buyer acquire the plant in Savannah, Georgia (A) copies the "Savannah LOI"), which Letter of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer Intent shall have delivered to grant the Company exclusive negotiation rights through the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at date which is 30 days after the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) Date. The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note the Notes and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and (B) the Company shall have duly executed and delivered to such Buyer such a Note Notes (in such original principal amount amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of BuyersBuyer shall request) and the related Warrants (for in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name Buyer shall request), in column (4) of the Schedule of Buyers) each case, which are being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Xxxxx Cxxxxx, Mxxxxx-Xxxxxxx, Colt & Xxxxxx Mosle LLP, the Company’s 's outside U.S. counsel, and Bxxxx Xxxxxx Xxxxxxx, the Company's outside Australian counsel, each dated as of the Closing Date, in the form acceptable form, scope and substance satisfactory to such Buyer, acting reasonably. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent InstructionsInstruction, in the form acceptable to such Buyer, of Exhibit D attached hereto which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State of the State (or comparable office) of such jurisdiction of formation 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 and each Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and conducts business, to the extent generally available in each Subsidiary conducts business and is required to so qualifysuch jurisdiction, 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 of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s 's board of directors or similar governing body or a committee thereof in a form reasonably acceptable to such Buyer, Buyer and (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryIncorporation, each as in effect at the Closing, in the form attached hereto as Exhibit F, and (iii) the resolutions of shareholders of the Company evidencing the Shareholder Meeting and Shareholder Approval consistent with Section 4(p). (ixg) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit G. (xh) The Company shall have delivered to such Buyer a letter from the Company’s 's share registry or transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xii) The Common Stock ADRs (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiij) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xvk) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original Convertible Debenture with a principal amount as is corresponding to the Subscription Amount set forth across from opposite such Buyer’s name in column (3) of on the Schedule of Buyers) and Buyers attached as Schedule I for the related Warrants (for such aggregate 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 AgreementClosing. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, counsel to the Company’s counsel, dated as of the First Closing Date, in the form reasonably acceptable to such Buyer. (iiic) The Company shall have delivered to such each Buyer a copy copies of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to its and acknowledged in writing by the Company’s transfer agenteach Subsidiaries certified copies of its articles of association. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ixe) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xf) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. Ordinary Shares (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 each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by receiving a notification from the Principal Market of falling below the minimum maintenance requirements of the Principal Market that is not subject to a cure period. (xiig) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiih) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivi) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (xvj) The Company shall have obtained approval of notified the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares, Shares issuable pursuant to the Interest Shares and Convertible Debentures to be issued at the Warrant SharesClosing. (xvik) Within two Such Buyer shall have received the Closing Statement. (2l) Business Days (i) From the date hereof to the applicable Closing Date, trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and (ii) at any time from the date hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (m) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been amended, rescinded or materially modified and remains in full force and effect as of such Closing, and a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have delivered or caused been provided 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 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 LiensBuyers. (xviin) The Company shall have delivered to such the Buyer (A) copies a compliance certificate executed by an executive officer of any duly New PE Holdco Purchase Agreements, (B) such documentation the Company certifying that Company has complied with respect all of the conditions precedent to the Call Option as applicable Closing set forth herein and which may be reasonably requested relied upon by the Buyer as evidence of satisfaction of such Buyer and (C) evidence reasonably satisfactory conditions without any obligation to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)independently verify. (xviiio) Each other Buyer The Company shall have delivered to entered into the Company the Purchase Price (less, in the case Other Transaction and received gross proceeds of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by $2,200,000 from such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companytransaction. (xixp) The Company and its Subsidiaries shall have delivered received and provided to the Buyers a written waiver or consent (in form and substance reasonably acceptable to the Buyers) from AutoMax such Buyer such other documents relating to that the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated by this Agreement as such Buyer hereby and thereby (including, without limitation, the issuance of the Ordinary Shares) will not conflict with, or its counsel may reasonably requestconstitute a default (or an event which with notice or lapse of time or both would become a default) under, or give any party any rights of termination, amendment, acceleration or cancellation of, the Merger Agreement.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each the Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each 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: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such the Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such the Buyer such a the Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 the Buyer at the Closing pursuant to this Agreement. (ii) Such The Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such the Buyer. (iii) The Company shall have delivered to such the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such the Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such the Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such the Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (iI) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors or an authorized committee thereof in a form reasonably acceptable to such the Buyer, (iiII) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iiiIII) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvi) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such 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 acceptable to such the Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xivii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xiiviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivx) Since the date of execution of this Agreement, no event or series of events Material Adverse Effect shall have occurred that reasonably would have or result in a Material Adverse Effectoccurred. (xvxi) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvixii) Within two (2) Business Days prior The Senior Lenders shall have executed and delivered the Intercreditor Agreement to the Closing, 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 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 LiensBuyer. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company Issuer with prior written notice thereof: (i) The Company Notes Agreement, the Registration Rights Agreement, the Shareholders’ Rights Agreement, and each Subsidiary the amended and restated bylaws providing for the implementation of the Buyers’ Board of Directors nomination rights under the Shareholders’ Rights Agreement shall be in full force and effect. (ii) The Issuer shall have given effect to the provisions of the Shareholders’ Rights Agreement and bylaws, as amended, providing for the case may beproportionate representation on the Issuer’s Board of Directors of Persons designated by the Buyers or the Note Holders. (iii) The Issuer shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party party, and the Company shall have duly executed and delivered irrevocably instructed the Transfer Agent to such Buyer such a Note (deliver the Shares as provided in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 AgreementSection 2(d). (iiiv) Such Buyer shall have received the opinion of Xxxxx Vixxxx & Xxxxxx LLPElxxxx XLP, the CompanyIssuer’s outside counsel, and Woxxxxxx xnd Wedge, the Issuer’s outside Nevada counsel, each dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit A attached hereto. (iiiv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company Issuer shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Issuer and each of its Subsidiaries (other than Foreign Subsidiaries) in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of jurisdiction, each dated a recent date within ten (10) days of prior to the Closing Date. (vvi) The Company Issuer shall have delivered to such Buyer a certificate evidencing the CompanyIssuer’s and each Subsidiary’s of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company Issuer and each Subsidiary conducts business and is required to so qualifyits Subsidiaries conduct business, as of a date within ten three (103) 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 Delaware Secretary of State within ten (10) days Business Days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary Issuer shall have delivered to such Buyer a certificate, in the a form reasonably acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary Issuer and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b4(b) as adopted by the CompanyIssuer’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary Issuer and (iii) the Bylaws bylaws of the Company and the bylaws or operating agreement of each SubsidiaryIssuer, each as in effect at the Closing. (ixviii) Each The representations and every representation and warranty warranties of the Company Issuer shall be true and correct as of the date when made and in all material respects (except for such representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date) and ); the Company Issuer 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 Issuer at or prior to the Closing Date; and no Potential Event of Default or Event of Default has occurred and is continuing. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the CompanyIssuer, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer Buyer, in the form reasonably acceptable to such Buyer. (xix) The Company Issuer shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on as of the Closing Date immediately Business Day prior to the ClosingClosing Date. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market OTCQB and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market OTCQB from trading on the Principal Market thereon nor shall suspension by the SEC or the OTCQB have been threatened, as of the Closing Date, either (A) in writing by the SEC or the OTCQB or (B) by failing to comply with the requirements of the OTCQB. (xiixi) The Company Issuer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by Shares on the Principal MarketClosing Date. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or other governmental authority entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiii) The Issuer shall have finalized and adopted quality control manuals and business and facilities plans for the operations of EcoStim Argentina and the other Subject Company, approved by the Board. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company Issuer shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect an update to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing Schedule 5.1A of the New PE Holdco Purchase AgreementsNotes Agreement (Equity Capitalization), if anywhich update shall reflect only such issuances of Common Stock or instruments exercisable or convertible for Common Stock as are permitted under Section 5(m) of this Agreement, and under the Call Option have been satisfied in all respects Shareholders’ Rights Agreement (other than the delivery except that clause (a) of the purchase price thereunder). (xviiidefinition of “Excluded Issuances” therein shall be deemed to be modified by Section 5(m) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to this Agreement for purposes of this Section 4(g7(xv)) for or under the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyAgreement. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Purchased Securities at the a Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party party, each of which shall remain in full force and effect as of the applicable Closing Date, and the Company shall have duly executed and delivered to such Buyer the Note to be issued at such a Note (Closing in such original principal amount as is set forth across from such Buyer’s name in the related column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 AgreementBuyers attached hereto. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP, the Company’s counsel, dated as of the applicable Closing Date, in the form 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 Company’s transfer agentagent and shall remain in full force and effect as of the applicable Closing Date. (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 of formation as of a date within ten (10) days of the applicable Closing Date. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualifyqualify and where failure to so qualify would result in a Material Adverse Effect, in each case, as of a date within ten (10) days of the applicable Closing Date. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation Charter as certified by the Delaware Secretary of State within ten (10) days of the applicable Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the applicable Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors directors, in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Charter of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the such Additional Closing. (ixh) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the applicable Closing Date as of immediately prior to the such Closing. (xij) The Common Stock (Ii) shall be designated for quotation or listed (as applicable) on the Principal Market Trading Market, and (IIii) shall not have been suspended, as of the applicable Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the SEC or the Trading Market have been threatened, as of the applicable Closing Date, either (A) in writing by the SEC or the Trading Market, except as set forth on Schedule 3(ff), or (B) by falling below the minimum maintenance requirements of the Trading Market, except as set forth on Schedule 3(ff). (xiik) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Trading Market, if any. (xiiil) The Company shall have delivered to such Buyer a voting agreement executed by each beneficial owner of at least ten percent (10%) of the Company’s outstanding voting equity securities as of the applicable Closing Date, calculated on the basis of voting power, pursuant to which each such beneficial owner shall agree to vote in favor of each proposal included by the Company in a proxy statement which seeks (i) a waiver of the Exchange Cap, or (ii) approval any related increase in the authorized number of shares of Common Stock to ensure the number of authorized shares of Common Stock is sufficient to meet the Required Reserve Amount. (m) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivn) Since the date of execution of this AgreementSubscription Date, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xvo) The Company shall have obtained approval of the Principal Trading Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvip) Within two 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 with respect to such Closing (2each, a “Flow of Funds Letter”). (q) Business Days prior The Company shall have (i) timely filed a listing of additional shares notification with the Trading Market in connection with the issuance of the Securities at such Closing, a copy of which shall be provided to such Buyer promptly upon filing with the Trading Market, and (ii) received no objection from the Trading Market with respect to such notification or the issuance of the Securities and other matters described therein, satisfactory evidence of which determination shall have been provided to such Buyer. (r) With respect to each Additional Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search resultsprepared and filed with the SEC, listing all effective financing statements which name and shall not have withdrawn, the Equity Financing Registration Statement (as debtor the Company or any of its Subsidiaries filed defined in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements and Notes) on or before 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 Liensapplicable Additional Closing Date. (xviis) The With respect to each Additional Closing, the Company shall have duly executed and delivered to such Buyer the Buyers a Forbearance Agreement and Consent and Waiver to _________ (A) copies of any duly New PE Holdco Purchase Agreements“___”), (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer in form and (C) evidence reasonably substance satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, __ and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)its counsel. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixt) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion opinions of Xxxxx Dxxxxx & Xxxxxx Wxxxxxx LLP, the Company’s counselsecurities law counsel and of Jxxxxxxx X. Xxxxxxxx, P.A., special Floridian counsel to the Company, dated as of the Closing Date, in the form forms acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 Delaware Florida Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary Chief Executive Officer of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xiiviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivx) 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. (xvxi) The In accordance with the terms of the Security Documents, the Company shall have obtained approval delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Principal Market Collateral Agent, desirable to list or designate for quotation perfect the security interests purported to be created by each Security Document (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares“Perfection Certificate”). (xvixii) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true and the Collateral Agent (A) certified copies of UCC search resultsrequests 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 prior five years opinion of the Collateral Agent or the Buyers, desirable to perfect an interest in any assets thereofthe security interests purported to be created by the Security Agreement, together with copies of such financing statements statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers Collateral Agent and the Buyers, shall not show any such Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, ; and (B) such documentation with respect a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Call Option as may be reasonably requested by such Buyer and Buyers (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder“Perfection Certificate”). (xviiixiii) Each other Buyer The Collateral Agent shall have delivered to received the Company the Purchase Price (lessSecurity Agreement, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided duly executed by the Company. (xixxiv) With respect to the License, the Company shall have duly executed and delivered to the Collateral Agent the Assignment For Security for the Intellectual Property of the Company, in the form attached as Exhibit A to the Security Agreement. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the applicable Notes and its 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 Subsidiary (as the case may be) of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party (with the Notes and the Company shall have duly executed and delivered to Warrants allocated in such principal amounts as such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) shall request), being purchased by such Buyer at the applicable Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Dentons US LLP, the Company’s outside counsel, dated as of the applicable Closing Date, in the form acceptable to such Buyerof Exhibit F attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 Subsidiary’s of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 as certified by and the Delaware Secretary organizational documents of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy each of its certificate of incorporation Subsidiaries as certified by the Secretary of State (or comparable office) of such Subsidiary’s the jurisdiction of incorporation formation of the Company and each of its Subsidiaries within ten (10) days of prior to the applicable Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the applicable Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors and each of its Subsidiaries’ applicable governing body in a form reasonably acceptable to such Buyer, Buyer and (ii) the Certificate of Incorporation of the Company and Bylaws and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiaryits Subsidiaries, each as in effect at the applicable Closing., in the form attached hereto as Exhibit G. (ixvii) Each The representations and every representation and warranty warranties of the Company set forth in (i) Section 3 shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific 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, duly 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 acceptable to such Buyer.attached hereto as Exhibit H. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) 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 have been threatened, amended or waived as of the applicable Closing DateDate without the prior written consent of the Required Holders (as defined in Section 9(e)). (xiiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (x) If the applicable Closing Date is (i) the Second Closing Date, including without limitationthe First Closing Date shall have been completed and (ii) the Third Closing, those required the First Closing Date and the 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 Principal MarketCompany. (xii) Each of the Company’s Subsidiaries shall have executed and delivered to such Buyer the Guarantee Agreement. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived all documents, enteredinstruments, promulgated or endorsed by any court or governmental authority filings and recordations and searches reasonably necessary in connection with the perfection of competent jurisdiction that prohibits a valid security interest in the consummation of any Collateral of the transactions contemplated by Company and each of its Subsidiaries, and, in the Transaction Documentscase of UCC filings, such filings shall be in proper form for filing. (xiv) Since the date of execution of this Agreement, no event or series of events The Collateral Agent shall have occurred that reasonably would have received the results of searches (including comparable searches in any jurisdiction outside the United States) for any effective UCC financing statements, tax liens or result in a Material Adverse Effect. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 judgment liens filed against the Company or any of its Subsidiaries filed in or any property of any of the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements and the results of searches for any tax lien and judgment lien filed against such Person or its propertyforegoing, which results, except as otherwise agreed to in writing by the Buyers results shall not show any Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects liens (other than Permitted Liens acceptable to the delivery of the purchase price thereunderCollateral Agent). (xviiixv) Each other Buyer The Collateral Agent shall have delivered to received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with the Purchase Price (lessoriginal 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 the case blank and other proper instruments of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companytransfer. (xixxvi) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note the Notes and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note Buyer: (A) the Notes (in such original principal amount amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of BuyersBuyer shall request) and the related Warrants (for in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this AgreementAgreement and (B) each of the other Transaction Documents. (iib) Such Buyer shall have received the opinion of Xxxxx Baxter, Baker, Xxxxx, Xxxx & Xxxxxx LLPXxxxx, the Company’s outside counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit E attached hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (ivd) 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 of Incorporation of the Company as certified by the Delaware Secretary of State of Delaware within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of Incorporation, as in effect at the Company and the organizational documents of each Subsidiary Closing and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit F. (ixh) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit G. (xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xij) The Common Stock (Ii) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiik) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xvl) The Company shall have obtained approval of deliver to such Buyer a payoff letter, in form and substance reasonably satisfactory to the Principal Market Buyers, executed by the Patriot Lender and setting forth the cash amount required to list or designate for quotation be paid by the Company on the Closing Date to repay all amounts outstanding pursuant to the Patriot Agreement in full (as the case may be) “Patriot Payoff Amount”). The Company shall cause the Conversion Shares, Patriot Payoff Amount to be wired to the Interest Shares and Patriot Lender on the Warrant SharesClosing Date. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xviim) The Company shall have delivered deliver to such Buyer (A) copies of any duly New PE Holdco Purchase Agreementsa payoff letter, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer in form and (C) evidence substance reasonably satisfactory to such Buyer that the Buyers, executed by Xxxxxx X. Xxxxxx and setting forth the cash amount required to be paid by the Company on the Closing Date to repay all conditions amounts outstanding pursuant to closing of the New PE Holdco Purchase Agreements, if any, and Dowski Note in full (the Call Option have been satisfied in all respects (other than “Dowski Payoff Amount”). The Company shall cause the delivery of Dowski Payoff Amount to be wired to the purchase price thereunder)Xxxxxx X. Xxxxxx on the Closing Date. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixn) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount aggregate number of Preferred Shares as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxx Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiix) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxii) 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. (xvxiii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvixiv) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead 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 shall have delivered or caused to be delivered to each Buyer true copies (the “Flow 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunderFunds Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the Preferred Shares and its related 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 (x) each of the Transaction Documents to which it is a party and Documents, (y) the Company shall have duly executed and delivered to Preferred Shares (allocated in such amounts as such Buyer shall request) being purchased by such a Note Buyer at the Closing pursuant to this Agreement and (z) the Warrants (allocated in such original principal amount amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement.; (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPAnthony L.G., PLLC, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer.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 Company’s transfer agent.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 of formation 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 and each 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 and each Subsidiary 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 Delaware 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) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b3(d) 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 the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany’s Bylaws, each as in effect at the Closing., in the form attached hereto as Exhibit E; (ixviii) Each The representations and every representation and warranty 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 originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific 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, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit F; (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent Transfer Agent certifying the number of shares of Common Stock outstanding on as of a date within five (5) days before the Closing Date immediately prior to the Closing.Date; (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market 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; (xiixi) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required Securities and the transactions contemplated by the Principal Market.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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documents.this Agreement; (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or could be expected to result in a Material Adverse Effect.; (xv) The Company shall have obtained approval of provided to such Buyer the Principal Market to list or designate for quotation Company’s wire instructions, on the Company’s letterhead and executed by the Company’s Chief Financial Officer (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares.“Wire Instructions”); (xvi) Within two (2) Business Days prior to The Certificate of Designations shall have been filed with the ClosingSecretary of State of the State of Delaware and shall be in full force and effect, enforceable against 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 in accordance with its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements terms 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 Liens.have been amended; (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to obtained the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing prior written consent of the New PE Holdco Purchase AgreementsRequired Holders (as defined in the Certificate of Designations, if any, Preferences and the Call Option have been satisfied in all respects (other than the delivery Rights of the purchase price thereunder).Series G Preferred Shares) for the issuance of the Preferred Shares, in a form attached hereto as Exhibit G; (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the 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 Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and (B) the Company shall have duly executed and delivered to such Buyer such a Note Notes (in such original principal amount amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx Fulbright & Xxxxxx LLPJxxxxxxx L.L.P., the Company’s outside counsel, dated as of the Closing Date, substantially in the form acceptable to such Buyer.attached hereto as Exhibit F. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, substantially in the form acceptable to such Buyerattached hereto as Exhibit E, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required the failure to so qualifyqualify would have a Material Adverse Effect, 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 Delaware Secretary of State of the State of Delaware within ten (10) 10 days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at as of the Closing., in the form attached hereto as Exhibit G. (ixviii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit H. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits In accordance with the consummation of any terms of the transactions contemplated by the Transaction Security Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to the Collateral Agent appropriate financing statements on Form UCC-1 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 duly filed in such office or offices as may be necessary or, in the prior five years opinion of the Collateral Agent, desirable to perfect an interest in any assets thereof, together with copies of such financing statements 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 security interests purported to in writing be created by the Buyers shall not show any Lienseach Security Document. (xviixiii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Initial Buyer hereunder to purchase its Note the Initial Notes and its related Warrants at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Initial Buyer’s sole benefit and may be waived by such Initial Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) of its Subsidiaries shall have duly executed and delivered to such Initial Buyer each of the Transaction Documents following documents to which it is a party: (A) each of the Transaction Documents, and (B) the 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. (ii) 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 Company’s transfer agent. (iii) The Company shall have delivered to such Initial 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. (iv) The Company shall have delivered to such Initial Buyer a certificate evidencing the Company’s and each of its Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries conduct business, as of a date within ten (10) days of the Initial Closing Date. (v) 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(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 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 Initial Closing, in the form attached hereto as Exhibit I. (vi) 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 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 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 J. (vii) The Common Stock (I) shall be designated for quotation 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 quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Initial Closing Date, in writing by the SEC or the Principal Market. (viii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (ix) Each of the Company’s Subsidiaries shall have executed and delivered to such Buyer the Guaranty Amendment. (x) The Collateral Agent shall have received the Fourth Amendment to the Subordination and Intercreditor Agreement, in the form attached hereto as Exhibit K (the “September 2016 Subordination Agreement Amendment”), which further amends that certain Subordination and Intercreditor Agreement dated as of September 1, 2016 by and among Longboard Capital Advisors LLC, the Company, Ener-Core Power, Inc., 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 each of its Subsidiaries, together with the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer. (xii) The Company shall have delivered to such Initial Buyer such other documents relating to the transactions contemplated by this Agreement as such Initial Buyer or its counsel may reasonably request. (b) The obligation of each Subsequent Buyer hereunder to purchase the Subsequent Notes at the applicable Subsequent Closing is subject to the satisfaction, at or before the Subsequent Closing Date, of each of the following conditions, provided that these conditions are for each Subsequent Buyer’s sole benefit and may be waived by such Subsequent Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Subsequent Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, and (B) the Subsequent Note(s) (allocated in amounts as such Subsequent Buyer shall request) being purchased by such Subsequent Buyer at the applicable Subsequent Closing pursuant to this Agreement. (ii) If applicable, the Company shall have duly executed and delivered to such Subsequent Buyer the Joinder Agreement or Subsequent Closing Notice of such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Subsequent Buyer. (iii) The Company shall have delivered to such Subsequent Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit H attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Subsequent Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 each Subsidiary conducts business and is required to so qualifyits 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 Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Subsequent Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Initial Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board and each of directors its Subsidiary’s Board of Directors in a form reasonably acceptable to such Subsequent Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents each of each Subsidiary its Subsidiaries and (iii) the Bylaws of the Company and the bylaws or operating agreement each of each Subsidiaryits Subsidiaries, each as in effect at the applicable Subsequent Closing., in the form attached hereto as Exhibit I. (ixvii) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the applicable Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific 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, duly executed by the Chief Executive 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 acceptable to such Buyer.attached hereto as Exhibit J. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiviii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the applicable Subsequent Closing Date, by the SEC or the Principal Market from trading quotation on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the applicable Subsequent Closing Date, in writing by the SEC or the Principal Market. (xiiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xviix) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries 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. (a) The obligation of each Buyer hereunder to purchase its Note the Common Shares and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents to which it is a party and (B) the Company shall have duly executed and delivered to such Buyer such a Note Common Shares (in such original principal amount numbers as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) Buyers and the related Warrants (for in such aggregate number of shares of Common Stock 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. (ii) Such Buyer shall have received the opinion of Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxxxx LLPXxxx PLLC, the Company’s outside counsel, dated as of the Closing Date, in the form acceptable and substance reasonably to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing existence of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation North Carolina 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 Delaware Secretary of State of the State of North Carolina within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing, in form and substance reasonably acceptable to such Buyer. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and shall be true and correct in all material respects as of the Closing Date as though originally made at that time (except for representations that any representation and warranties that speak as of a specific date, which warranty qualified by materiality or Material Adverse Effect shall be true and correct as of such specific datein 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 and substance reasonably acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Common Shares and the Warrant Shares. (xvixv) Within two (2) Business Days prior The aggregate Purchase Price paid to the Closing, Company for 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 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 Securities by the Buyers at the Closing shall not show any Liensbe less than $12 million. (xviixvi) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note the Preferred Shares and its the related Warrants Warrants, as applicable, at the Closing Closings is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of stock certificates or book-entry holding statements representing the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) Preferred Shares being purchased by such Buyer at the such Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 of formation as of a date within ten (10) days of the such Closing Date. (viii) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, State of Delaware as of a date within ten (10) days of the such Closing Date. (viiv) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State of the State of Delaware within ten (10) days of the such Closing Date. (viiv) Each Subsidiary The Company shall have delivered duly executed the Registration Rights Agreement (the “RRA”) in the form attached hereto as Exhibit C, and with respect to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days Final Closing, all of the Closing DateUnderlying Shares are included in an effective registration statement for resale under the prospectus included therein. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the such Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at such Closing, in the Closing.form attached hereto as Exhibit D. (ixvii) Each The representations and every representation and warranty warranties of the Company shall be true and correct as of the date when made and as of the such Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific specified date) and the ). The Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the such Closing Date, in each case, in all material respects. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, 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 acceptable to such Buyer.attached hereto as Exhibit E. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xiiviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiiix) No statute, rule, regulation, executive order, decree, ruling or injunction The Certificate of Designations in the form attached hereto as Exhibit A shall have been enacted, entered, promulgated or endorsed by any court or governmental authority filed with the Secretary of competent jurisdiction that prohibits the consummation of any State of the transactions contemplated by State of Delaware and shall be in full force and effect, enforceable against the Transaction DocumentsCompany in accordance with its terms and shall not have been amended. (xiv) 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. (xvx) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (xi) The Company shall deliver a legal opinion to the Buyers, reasonably acceptable to the Buyers.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Purchased 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: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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 AgreementBuyers attached hereto. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxxx Xxxx Xxxxxxx Carmel LLP, the Company’s counsel, dated as of the Closing Date, in the form 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 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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing DateDate where failure to so qualify would result in a Material Adverse Effect. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation Charter as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation Charter of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixh) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xi) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xij) The Common Stock (Ii) shall be designated for quotation or listed (as applicable) on the Principal Market Trading Market, and (IIii) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the SEC or the Trading Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Trading Market except as set forth on Schedule 3(ff), or (B) by falling below the minimum maintenance requirements of the Trading Market except as set forth on Schedule 3(ff). (xiik) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Trading Market, if any. (xiiil) The Company shall have delivered to such Buyer a voting agreement executed by Alternus Energy Group Plc (the “Voting Agreement”), which is, as of the Subscription Date, a beneficial owner of at least ten percent (10%) of the Company’s outstanding voting equity securities, calculated on the basis of voting power, pursuant to which each such beneficial owner shall agree to vote in favor of each proposal included by the Company in a proxy statement which seeks (i) a waiver of the Exchange Cap, or (ii) approval any related increase in the authorized number of shares of Common Stock to ensure the number of authorized shares of Common Stock is sufficient to meet the Required Reserve Amount.1 1 We note that the capitalization information in the spreadsheet provided by the Company does not match the beneficial ownership information disclosed in the recently filed 10-K. Please clarify and/or update as necessary to list each holder of 10% or more beneficial interest in the Company’s voting securities. (m) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivn) 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. (xvo) The Company shall have obtained approval of the Principal Trading Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvip) Within two (2) Business Days prior to Such Buyer shall have received a letter on the Closingletterhead 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 shall have delivered or caused to be delivered to each Buyer true copies (the “Flow 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 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 Liens.Funds Letter”).2 (xviiq) The Company shall have delivered (i) timely filed a listing of additional shares notification that it filed with the Trading Market in connection with the issuance of the Securities, a copy of which shall be provided to such Buyer promptly upon filing with the Trading Market, and (Aii) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation received no objection from the Trading Market with respect to such notification or the Call Option as may be reasonably requested by such Buyer issuance of the Securities and (C) other matters described therein, satisfactory evidence reasonably satisfactory of which determination shall have been provided to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Buyer. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixr) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) the Company shall have duly executed and delivered to Notes (for the account of such Buyer as such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall instruct) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion opinions of Xxxxx & Xxxxxx Xxxxxxxxx Xxxxxxx, LLP, the Company’s 's outside counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit E attached hereto. (iiic) The Company shall have delivered to such Buyer a copy lock-up agreements with each of the Irrevocable Transfer Agent Instructions, Company's executive officers and directors in substantially the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.attached hereto as Exhibit D. (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 Xxxxx & Wesson Corp. in each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 each Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 Articles of Incorporation as certified by the Delaware Secretary of State of the State of Nevada within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit F. (ixh) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific 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, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit G. (xi) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xij) The Common Stock (I1) shall be designated for quotation or listed (as applicable) 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 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. (xiik) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiil) No statute, rule, regulation, executive order, decree, ruling or injunction The Securities shall have been enactedapproved for trading on PORTAL, entered, promulgated subject only to notice of issuance at or endorsed by any court or governmental authority prior to the time of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentspurchase. (xivm) Since Subsequent to the date of execution and delivery of this AgreementAgreement and prior to the Closing Date, no event or series of events there shall not have occurred any downgrading, nor shall any public notice have been given of (i) any intended downgrading or (ii) any review or possible change that reasonably would have does not indicate an improvement in the rating accorded any securities of or result in a Material Adverse Effectguaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the 0000 Xxx. (xvn) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents following documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note party: (in such original principal amount as is set forth across from such Buyer’s name in column (3A) each of the Schedule of BuyersTransaction Documents, and (B) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) Shares being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of in its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualifyjurisdiction, as of a date within ten (10) days of the Closing Date. (viiii) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing., in the form attached hereto as Exhibit A. (ixiv) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be accurate in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific 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, duly executed by the Chief Executive Officer an executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit A. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiv) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiivi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiivii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Such Buyer shall have delivered to received the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the Company’s wire instructions provided on Company’s letterhead duly executed by an authorized officer of the Company. (xixviii) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note the Preferred Shares and its the related Warrants and Additional Investment Rights at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and (ii) certificates representing the Company shall have duly executed and delivered to such Buyer such a Note Preferred Shares (in such original principal amount denominations as is set forth across from such Buyer’s name in column (3) of the Schedule of BuyersBuyer shall request) and the related Warrants and Additional Investment Rights (for in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPThe Xxxx Law Group, PLLC, the Company’s 's counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof EXHIBIT G attached hereto. (iiic) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof EXHIBIT F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s 's transfer agent. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each in such corporation's state of its Subsidiaries in each such entity’s jurisdiction of formation incorporation issued by the Secretary of State (or comparable office) of such jurisdiction state of formation incorporation 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 and each Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction State in which the Company and each Subsidiary conducts business and is required to so qualify, qualify to do business as of a date within ten (10) days of the Closing Dateforeign corporation. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate Articles of Incorporation as certified by the Delaware Secretary of State of the State of Nevada within ten (10) 10 days of the Closing Date. (viig) Each Subsidiary The Company shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyerattached hereto as EXHIBIT H, executed by the Secretary an executive officer of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing. (ixh) Each The representations and every representation and warranty warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as EXHIBIT I. (xi) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five days of the Closing Date immediately prior to the ClosingDate. (xij) The Company shall have consummated (x) the Intellectual Property License Agreement with Technology Alternatives, Inc., an Illinois corporation in accordance with the terms and conditions of the Intellectual Property License Agreement in the form of EXHIBIT J attached hereto. (k) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal OTC Bulletin Board or an Eligible Market and (II) shall not have been suspended, as of the Closing Date, suspended by the SEC SEC, the Nasdaq Stock Market, the OTC Bulletin Board or the Principal such Eligible Market from trading on the Principal Market OTC Bulletin Board or such Eligible Market, as applicable nor shall suspension by the SEC SEC, the Nasdaq Stock Market, the OTC Bulletin Board or such Eligible Market have been threatenedthreatened either (A) in writing by the SEC, as the Nasdaq Stock Market, the OTC Bulletin Board or such Eligible Market or (B) by falling below the minimum listing maintenance requirements of the Closing DateOTC Bulletin Board or such Eligible Market. (xiil) The Company shall have obtained all governmental, regulatory or Governmental Approvals and third party consents and approvals, if any, necessary for the sale of the SecuritiesPreferred Shares, including without limitationthe Warrants, those required by and the Principal MarketAdditional Investment Rights. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xvm) The Company shall have obtained approval of caused Xxxxx X. Xxxxxxx to have delivered to such Buyer a lock-up agreement in the Principal Market to list or designate for quotation (form attached hereto as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares.EXHIBIT K. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xviin) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase the Escrow Agreements, each dated August _, 2004, among the Company, the Escrow Agent, Xxxxx X. Xxxxxxx, Technology Alternatives, Inc. and Sunrise Securities Corp. (Beach an "ESCROW AGREEMENT") such documentation with respect to in the Call Option forms attached hereto as may be reasonably requested by EXHIBIT L and EXHIBIT M, respectively, and each such Buyer and shall have received written confirmation from the Escrow Agent that the Escrow Shares (Cas defined in the relevant Escrow Agreement) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option Dispute Reserve Shares (as defined in the relevant Escrow Agreement) have been satisfied received and duly endorsed in all respects (other than the delivery of the purchase price thereunder)blank. (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixo) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is aggregate number of Preferred Shares set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) Buyers being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx Wexler, Burkhart, Xxxxxxxxxx & Xxxxxx Xxxxx, LLP, the Company’s counsel, dated as of the Closing Date, in the form 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 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 each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form reasonably acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b3(a) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and 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 specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing 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 reasonably acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date Business Day immediately prior to the ClosingClosing Date. (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 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 (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares. (xv) Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Interest Shares Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the Warrant Shareswire transfer instructions of the Company (the “Flow of Funds Letter”). (xvi) Within two From the date hereof to the Closing Date, (2i) Business Days 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 Company Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have delivered been suspended or caused to be delivered to each Buyer true copies 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 UCC search resultshostilities or other national or international calamity of such magnitude in its effect on, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed material adverse change in, any financial market which, in each case, in the prior five years reasonable judgment of each Buyer, makes it impracticable or inadvisable to perfect an interest in any assets thereof, together with copies of such financing statements and purchase 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 Securities at the Buyers shall not show any Liens.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 such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, Prospectus and the Call Option have been satisfied in all respects (other than the delivery of the purchase price Prospectus Supplement as required thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note the applicable Notes and its 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 Subsidiary (as the case may be) of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) party, being purchased by such Buyer at the applicable Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPXxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C, the Company’s outside counsel, dated as of the applicable Closing Date, in substantially the form acceptable to such Buyerof Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 Subsidiary’s of its Subsidiaries’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 as certified by and the Delaware Secretary organizational documents of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy each of its certificate of incorporation Subsidiaries as certified by the Secretary of State (or comparable office) of such Subsidiary’s the jurisdiction of incorporation formation of the Company and each of its Subsidiaries within ten (10) days of prior to the applicable Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the applicable Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board Board of directors Directors and each of its Subsidiaries’ applicable governing body in a form reasonably acceptable to such Buyer, Buyer and (ii) the Certificate of Incorporation of the Company and Bylaws and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiaryits Subsidiaries, each as in effect at the applicable Closing., in the form attached hereto as Exhibit G. (ixvii) Each The representations and every representation and warranty warranties of the Company set forth in (i) Section 3 shall be true and correct as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific 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, duly 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 acceptable to such Buyer.attached hereto as Exhibit H. (xviii) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) 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 have been threatened, amended or waived as of the applicable Closing DateDate without the prior written consent of the Required Holders (as defined in Section 9(e)). (xiiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (x) If the applicable Closing Date is the Second Closing Date, including without limitationthe 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 Company. (xii) The Collateral Agent shall have received all documents, those required by instruments, filings and recordations and searches reasonably necessary in connection with the Principal Marketperfection 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 in proper form for filing. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction The Collateral Agent shall have been enactedreceived the results of searches (including comparable searches in any jurisdiction outside the United States) for any effective UCC financing statements, entered, promulgated tax liens or endorsed by judgment liens filed against the Company or any court of its Subsidiaries or governmental authority of competent jurisdiction that prohibits the consummation any property of any of the transactions contemplated by foregoing, which results shall not show any such liens (other than Permitted Liens acceptable to the Transaction DocumentsCollateral Agent). (xiv) Since The Collateral Agent shall have received the date of execution of this Security Agreement, no event or series duly executed by the Company and each of events shall have occurred that reasonably would have or result in a Material Adverse Effectits Subsidiaries. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note the Common Shares and its the related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s 's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer (i) each of the Transaction Documents to which it is a party and Documents, (ii) the Company shall have duly executed and delivered to Common Shares (allocated in such amounts as such Buyer shall request) being purchased by such a Note Buyer at the Closing pursuant to this Agreement by electronic delivery at the applicable balance account at DTC and (in such original principal amount as is set forth across from such Buyer’s name in column (3iii) of the Schedule of Buyers) and the related Warrants (for allocated in such aggregate number of shares of Common Stock amounts as is set forth across from such Buyer’s name in column (4) of the Schedule of BuyersBuyer shall request) being purchased by such Buyer at the Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxxx Traurig, LLP, the Company’s 's counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit C attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyerof Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s '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 each such entity’s 's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation jurisdiction, as of a 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 Subsidiary’s 's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary 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 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) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b3(d) as adopted by the Company’s board 's Board of directors Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit D. (ixviii) Each The representations and every representation and warranty 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 originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific 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, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit E. (xix) The Company shall have delivered to such Buyer a letter from the Company’s 's transfer agent certifying the number of shares of Common Stock outstanding on as of a date within five (5) of the Closing Date immediately prior to the ClosingDate. (xix) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market 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. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those . (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 by the Principal Marketthereunder. (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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or could be expected to result in a Material Adverse Effect. (xv) The Company There shall have obtained approval be no less than 11,485,844 shares of Common Stock (such number as adjusted for any stock dividend, stock split, stock combination or other similar transaction after the date hereof) authorized, reserved and available for the issuance of shares of Common Stock issuable upon exercise of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant SharesWarrants. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents a counterpart signature to which it is a party this Agreement and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock Buyers 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx Xxxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, addressed to the Buyers and the Placement Agent, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of 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 Delaware Nevada Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiivi) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixvii) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than such representation or warranty 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 in all material respects (other than such representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xiviii) The Common Stock (IA) shall be designated for quotation or listed (as applicable) on the Principal Market and (IIB) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiiix) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxi) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvixii) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true certified copies of UCC search resultsrequests for copies of information on Form UCC-11, 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 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 LiensSubsidiaries. (xviixiii) The Company Such Buyer shall have delivered to such Buyer (A) copies received a letter on the letterhead of any the Company, duly New PE Holdco Purchase Agreementsexecuted by the Chief Executive Officer of the Company, (B) such documentation with respect to setting forth the Call Option as may be reasonably requested by such wire amounts of each Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing the wire transfer instructions of the New PE Holdco Purchase Agreements, if any, and Company (the Call Option have been satisfied in all respects (other than the delivery “Flow of the purchase price thereunderFunds Letter”). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxiv) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants the 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 each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (A) each of the Transaction Documents and (B) the Notes (in such original principal amount as is the Investor Amount set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate number of shares of Common Stock as is set forth across from such Buyer’s name in column (4) of on the Schedule of Buyers) being purchased by such Buyer at the Closing pursuant to this Agreement. (iib) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLP, Xxxx LLP the Company’s legal counsel, dated as of the Closing Date, in substantially the form acceptable to such Buyerof Exhibit F attached hereto. (iiic) The Company and the Escrow Agent (as defined in the Escrow Agreement) shall have executed and delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in Escrow Agreement and the form acceptable to such Buyer, which instructions Company shall have been delivered to and acknowledged in writing by funded the Company’s transfer agentEscrow Deposit. (ivd) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its United States Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable officeequivalent) of such jurisdiction of formation as of a date within ten five (105) days of Business Days before the Closing Date. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten five (105) days of Business Days before the Closing Date. (vif) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State of the State of Delaware within ten five (105) days of Business Days before the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viiig) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each SubsidiaryBylaws, each as in effect at the Closing., in the form attached hereto as Exhibit G. (ixh) Each The representations and every representation and warranty warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific specified date) and the Company Company, shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.attached hereto as Exhibit H. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xiii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiij) No statuteAll necessary corporate action on the part of the Company, ruleits directors and stockholders for the authorization, regulationexecution, executive order, decree, ruling or injunction delivery and performance of the Transaction Documents by the Company and for the waiver of the stockholder preemptive rights and other protective provisions referred to in Schedule 3(k) has been taken. (k) The Certificate of Amendment to Certificate of Incorporation in the form attached hereto as Exhibit I (the “Charter Amendment”) shall have been enacted, entered, promulgated or endorsed by any court or governmental authority filed with the Secretary of competent jurisdiction that prohibits the consummation of any State of the transactions contemplated by State of Delaware and shall be in full force and effect, enforceable against the Transaction DocumentsCompany in accordance with its terms and shall not have been amended. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xviil) The Company shall have delivered to such Buyer (A) copies of the Collateral Agent any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be documents or filings reasonably requested by such Buyer and (C) evidence reasonably satisfactory the Collateral Agent to such Buyer that all conditions perfect the security interest in the Collateral created pursuant to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Security Agreement. (xviiim) Each other Buyer The Company shall have delivered to the Company Collateral Agent the Purchase Price certificates representing the securities and investment property set forth in Section 4 of the Perfection Certificate (less, as defined in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanySecurity Agreement. (xixn) The Company and its 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. (o) Notes totaling a minimum aggregate amount of $22,500,000 shall be issued on the Closing Date.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such (A) a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of BuyersBuyers and (B) and the related Warrants (a Warrant initially exercisable for such aggregate number of shares of Common Stock 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx K&L Gates LLP, the Company’s special securities counsel and Campbells, the Company’s special Cayman Islands counsel, in each case, dated as of the Closing Date, in the form 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 acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a the certificate of incorporation of the Company and the certificate of good standing 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 Registrar of State (or comparable office) Companies of such jurisdiction of formation the Cayman Islands 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 Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business in the United States, if any, 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 Association as certified by the Delaware Secretary Registrar of State Companies of the Cayman Islands within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary Chief Executive Officer of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation Association of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws Memorandum of Association of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixviii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (xix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock Ordinary Shares outstanding on the Closing Date immediately prior to the Closing. (xix) 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 nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (xiixi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (xiiixii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xivxiii) 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. (xvxiv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvixv) Within two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true certified copies of UCC search resultsrequests 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 the prior five years to perfect an interest in any assets thereofDistrict of Columbia, together with copies of such financing statements statements, and the results of searches for any tax lien Lien and judgment lien Lien filed against such Person the Company or its property, which results, except as otherwise agreed to in writing by the Buyers Buyers, shall not show any Lienssuch Liens other than Permitted Liens (as defined in the Notes). (xvi) The Pledge Agreement shall have been executed and delivered to such Buyer by the Principal Shareholder, the Company and the other Buyers. (xvii) The Company shall deliver, or cause to be delivered, to each Buyer an opinion, of a legal counsel licensed to practice law in the jurisdiction of organization of the Principal Shareholder, with respect to the Pledge Agreement to the Buyers which opinion and legal counsel shall be reasonably satisfactory to the Buyers and dated as of the date of delivery of such legal opinion to the Buyers. (xviii) The Company shall deliver, or cause to be delivered, to each Buyer (x) each share certificate in the name of the Principal Shareholder with respect to the Pledged Shares (as defined in the Pledge Agreement) to be held by such Buyer in accordance with the Pledge Agreement, (y) a share power and transfer form, duly executed in blank, by the Principal Shareholder, including a Medallion Guarantee stamp, notary, or third party verification placed below the signature on the back of such certificate or below the signature on any accompanying share power and transfer form or such other procedures as are acceptable to the Transfer Agent to effect a transfer (as verified by the Transfer Agent in writing (which may be an e-mail) to such Buyer prior to the Closing Date) and (z) an indemnity form, acceptable to the Transfer Agent, duly executed by the Company, or such other procedures as are acceptable to the Transfer Agent to effect a transfer (as verified by the Transfer Agent in writing (which may be an e-mail) to such Buyer prior to the Closing Date). (xix) 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”). (xx) The Company shall have (x) delivered to such Buyer a copy of the financial advisor agreement, duly executed and delivered by both the Company and Jolie Xxxx, a natural person (“Xxxx”), in a form reasonably acceptable to such Buyer, pursuant to which Xxxx shall be engaged as the Financial Advisor (as defined in the Notes) and (y) instructed the Buyers in the Flow of Funds to wire an aggregate of $25,000 of the Purchase Price to Xxxx, representing the aggregate engagement fee payable to Xxxx with respect to her engagement as the Financial Adviser for the engagement period commencing on the date of the financial advisor agreement through the 91st calendar day after the Maturity Date (as defined in the Notes). (xxi) The Company shall have duly executed and delivered to such Buyer the voting agreement in the form of Exhibit E hereof (the “Voting Agreement”), by and between the Company and the shareholders listed on Schedule 7(a)(xxi) attached hereto (the “Shareholders”) and the Shareholders shall have duly executed and delivered to such Buyer the Voting Agreement. (xxii) The Company shall have delivered to such Buyer a certificate, duly executed by the auditor of the Company, in a form reasonably acceptable to such Buyer, certifying that (A) copies of any duly New PE Holdco Purchase Agreements, (Bx) such documentation auditor is registered with respect to the Call Option as may be reasonably requested by such Buyer Public Company Accounting Oversight Board and (Cy) evidence such auditor shall timely and reasonably satisfactory comply with any request by the Public Company Accounting Oversight Board to such Buyer that all conditions to closing audit the books and records of the New PE Holdco Purchase Agreementsissuer, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xixxxiii) The Company and its Subsidiaries shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (ii) Such Buyer shall have received the opinion of Xxxxx & Xxxxxx LLPK&L Gates LLP , the Company’s counsel, dated as of the Closing Date, and in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (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 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 and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws or operating agreement of each Subsidiary, each as in effect at the Closing. (ix) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, the 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 statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of assets of the Company or any of its Subsidiaries 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 Lienssuch Liens (as defined in the Notes). (xvii) The Company shall have duly executed and delivered to such Buyer the voting agreements in the forms of Exhibit E hereof (A) copies of any the “Voting Agreements”), by and between the Company and the Principal Stockholder and the Principal Stockholder shall have duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer executed and (C) evidence reasonably satisfactory delivered to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, Voting Agreement and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder)Stockholder Consent. (xviii) Each other Buyer The Pledge Agreement shall have been executed and delivered to such Buyer by the Principal Stockholder, the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyother Buyers. (xix) The Company and its 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. (a) The obligation of each Buyer hereunder to purchase its Note and its related Warrants 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: (ia) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such a Note (in such original principal amount as is aggregate number of Securities set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (for such aggregate 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. (iib) Such Buyer shall have received the opinion opinions of Xxxxx & Xxxxxx LLP, the Company’s U.S. counsel, Chinese counsel and the Company’s Cayman Islands counsel, dated as of the Closing Date, in the form 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 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 in in its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (ve) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Closing Date. (vii) Each Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Closing Date. (viii) The Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and each Subsidiary and dated as of the Closing Date, as to (i) only with respect to the Company, the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation Association of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws Memorandum of Association of the Company and the bylaws or operating agreement of each SubsidiaryCompany, each as in effect at the Closing. (ixg) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (x) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (xi) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC have been threatened, as of the Closing Date. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) 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. (xv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, the Interest Shares and the Warrant Shares. (xvi) Within two (2) Business Days prior to the Closing, 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 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 Liens. (xvii) The Company shall have delivered to such Buyer (A) copies of any duly New PE Holdco Purchase Agreements, (B) such documentation with respect to the Call Option as may be reasonably requested by such Buyer and (C) evidence reasonably satisfactory to such Buyer that all conditions to closing of the New PE Holdco Purchase Agreements, if any, and the Call Option have been satisfied in all respects (other than the delivery of the purchase price thereunder). (xviii) Each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (xix) The Company and its 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.