Common use of CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS Clause in Contracts

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights Agreements, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights and the Registration Rights Agreements. d. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, providedPROVIDED, howeverHOWEVER, that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights Agreements, Agreement and delivered the same to the Purchaser. b. The Company shall have delivered duly executed Transfer Agent Instructions executed by the Company and delivered to and acknowledged in writing by the Purchaser Transfer Agent in the form attached hereto as EXHIBIT D in order to ensure delivery to Kirkpatrick & Lockhart LLP of duly executed certificates representing the number of Shares, xxx xxxxxr ox Xxxxxx and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) abovehereof. c. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Registration Rights Agreement and the Registration Rights AgreementsWarrants. d. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, provided that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The Shares shall be authorized for quotation on The Nasdaq Stock Market and trading in the Common Stock or The Nasdaq Stock Market generally shall not have been suspended or be under threat of suspension by the SEC or any governing body of The Nasdaq Stock Market. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights Warrants and the Registration Rights AgreementsAgreement. d. e. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F C attached hereto. g. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. h. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged provided advance notice to The Nasdaq Stock Market of the issuance of the Shares if so required by the Transfer Agentrules applicable thereto.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, that these conditions are for such Purchaser's ’s sole benefit and may be waived by such Purchaser at any time in such Purchaser's ’s sole discretion: a. The Company shall have executed the signature pages to this Agreement, the Registration Rights Agreement and the Registration Rights AgreementsEscrow Agreement, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The representations and 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 made at that time (except for representations and warranties that speak as of a specific datecorrect, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights and the Registration Rights Agreements. d. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, provided that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Closing Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The Shares shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not have been suspended or be under threat of suspension by the SEC or NASDAQ. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights and the Registration Rights Agreementseffect. d. e. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. f. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached hereto. g. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. h. The Purchasers Company shall have received an opinion provided advance notice to the NASD of the issuance of the Shares as contemplated by NASD Rule 4310(c)(17) and provided the Purchaser with evidence of the Company's counselcompliance with such Rule, dated as or evidence of the Closing Date, relating to NASD's waiver of the matters set forth in Exhibit F attached heretoapplicable time period. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided, however, provided that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. : a The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. . b The Company shall have delivered to the Purchaser (i) at the Initial Closing duly executed certificates representing the number of Shares, duly executed Warrants Closing Shares and duly executed Additional Investment Rights Closing Warrants as provided in Section 2(b1(c) above and (ii) at each Optional Closing, duly executed certificates representing the number of Optional Shares and duly executed Optional Warrants as provided in Section 1(d) above. c. . c Trading in the Common Stock (or NASDAQ generally) shall not have been suspended or be under threat of suspension by the SEC or NASDAQ. d The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the each Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights and the Registration Rights Agreements. d. effect. e No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. . f The Purchasers Purchaser shall have received an opinion of the Company's counsel, dated as of the each Closing Date, relating in substantially the form of Exhibit D attached hereto. g Subsequent to the matters set forth in Exhibit F attached heretodate of this Agreement, there shall not have occurred any Material Adverse Effect. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, PROVIDED that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The Shares shall be authorized for quotation on the Nasdaq SmallCap Market and trading in the Common Stock (or on Nasdaq generally) shall not have been suspended or be under threat of suspension by the SEC or Nasdaq. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser Purchasers shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights Warrants and the Registration Rights AgreementsAgreement. d. e. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F EXHIBIT C attached hereto. g. The Company From the date of this Agreement through the Closing Date, there shall not have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agentoccurred any Material Adverse Effect.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights Agreements, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect effect, attesting that the Certificate of Designation authorizing the Preferred Stock has been duly filed in the office of the Secretary of State of the State of Delaware, and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights Agreement and the Registration Rights Related Agreements. d. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F E attached hereto. g. The Purchasers shall have received proof of due filing with the Secretary of State of the State of Delaware of the Certificate of Designation authorizing the Preferred Stock. h. The Company's acquisition of VIS shall have gone unconditional and the Company's acquisition of SOED shall have closed, each contemporaneously with the Closing of the transactions contemplated by this Agreement. i. The Company shall have delivered entered into a duly executed Transfer Closing Escrow Agreement with Xxxx, Xxxxxxxx & Xxxxxxx (the "ESCROW AGENT") in the form attached hereto as Exhibit G (the "CLOSING ESCROW AGREEMENT") pursuant to which the Escrow Agent Instructions acknowledged by the Transfer Agentshall hold certain funds and documents described therein.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights Agreements, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser Xxxxxxxxxxx & Xxxxxxxx LLP duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. The Company shall have delivered duly executed Transfer Agent Instructions executed by the Company and delivered to and acknowledged in writing by the Transfer Agent in the form attached hereto as Exhibit C. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, Agreement and the Warrants, the Additional Investment Rights and the Registration Rights Agreements. d. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. The Company shall have delivered a duly executed Transfer Agent Instructions acknowledged by the Transfer Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, provided that these -------- conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser duly executed certificates representing the number of Shares, Shares and duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above, and prior to the Closing, the Purchaser's attorney shall have received, in escrow, share certificate(s) representing the Shares to be purchased by the Purchaser. c. The Shares shall be authorized for quotation on AMEX and trading in the Common Stock (or on AMEX generally) shall not have been suspended or be under threat of suspension by the SEC or AMEX. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights Warrants and the Registration Rights AgreementsAgreement. d. e. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. f. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in substantially the form of Exhibit D attached --------- hereto. g. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Purchasers shall have received an opinion of the Company's counsel, dated as of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. h. The Company shall have provided Purchaser a draft of the Registration Statement (as defined in the Registration Rights Agreement) at least 48 hours prior to Closing. i. Ascom USA, Inc. ("Ascom") shall have executed and delivered to the Company a duly executed Transfer Agent Instructions acknowledged waiver, pursuant to agreements disclosed to the Purchaser prior to Closing , of all rights to retain percentage ownership held by Ascom respecting the Transfer Agentissuances of securities contemplated by this Agreement, the Registration Rights Agreement and the Warrant.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE SHARES AND WARRANTS. The obligation of each Purchaser hereunder to purchase Shares, Shares and Warrants and Additional Investment Rights to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided, however, provided that these conditions are for such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature pages to this Agreement and the Registration Rights AgreementsAgreement, and delivered the same to the Purchaser. b. The Company shall have delivered instructed its transfer agent to issue to the Purchaser duly executed certificates representing the number of Shares, Shares and shall have delivered to the Purchaser duly executed Warrants and duly executed Additional Investment Rights as provided in Section 2(b) above. c. Trading in the Common Stock (or on AMEX generally) shall not have been suspended or be under threat of suspension by the SEC or AMEX. d. The representations and 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 made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Executive Officer or Chief Financial OfficerVice President, Administration and Corporate Controller, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement, the Warrants, the Additional Investment Rights Warrants and the Registration Rights AgreementsAgreement. d. e. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. e. f. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form and substance acceptable to counsel for the Purchasers. g. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. f. h. The Purchasers Company shall have received an opinion provided advance notice to AMEX of the issuance of the Shares and provided the Purchaser with oral or written evidence of the Company's counsel, dated as compliance with all applicable rules of AMEX. i. Each of the Closing Date, relating to the matters set forth in Exhibit F attached hereto. g. The Company other Purchasers shall have delivered a duly executed Transfer Agent Instructions acknowledged to the Company its Investment Amount and, with respect to the Closing, the aggregate amount to be invested in the Company by all of the Transfer AgentPurchasers shall equal approximately $6.9 million.