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

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) 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 Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Shares to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these -------- conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature pages to this Agreement and delivered the same to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged trading in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The 's Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as suspended or be under threat of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission SEC or the Principal Market have been threatened, as any governing body of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal The Nasdaq Stock Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 c. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificate, executed by the Chief Executive Officer on behalf of the CompanyCompany by its Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested attaching true and correct copies of the resolutions adopted by such Purchaserthe Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement. 7.7 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. As of the Closing Date, there shall not have occurred any Material Adverse Effect. f. The Company shall have delivered provided advance notice to such The Nasdaq Stock Market of the issuance of the Shares if so required by the rules applicable thereto. g. The Purchaser a letter from shall have received an opinion of the Company’s transfer agent certifying the number of shares of Common Stock outstanding 's counsel, dated as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) At the Special Meeting, the stockholders of the Company shall have approved an amendment to the Certificate of Incorporation (i) increasing the number of authorized shares of Common Stock and (ii) the issuance of the Conversion Shares and the Warrant Shares as contemplated by this Agreement. (c) The Company shall have consummated the transactions described on Exhibit D attached hereto. (d) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (e) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 (f) The Company shall have delivered to such Purchaser such documents as such Purchaser shall reasonably request including a certificate evidencing the incorporation or organization and recent good standing of certificate for the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by from the Secretary of State of such state Delaware, incumbency certificates and an officer’s certification as of a date within ten (10) days of the Closing Dateto general corporate authorizations. 7.4 (g) The Common Stock (A) shall be listed on the Principal Market Amex and (B) trading in the Common Stock shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketAmex. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ih) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 in all material respects 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchasereffect. 7.7 The Company (i) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestAgreement.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each the Purchaser hereunder to purchase a Note the Debentures and Warrant Warrants to be purchased by it at the Closing closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such the Purchaser’s 's sole benefit and may be waived by such the Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchaser. 7.2 b. The Company shall have delivered to the Purchaser duly executed Debentures and Warrants (in such denominations as the Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing request) being so purchased by the Company’s transfer agentPurchaser in accordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such the Purchaser. 7.7 e. 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT G attached hereto. g. The Company shall have delivered evidence reasonably satisfactory to such the Purchaser a letter from that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number of shares of Common Stock outstanding form attached hereto as of a date within five days of the Closing Date.EXHIBIT H. 7.8 h. The Company shall have obtained received all governmentalconsents, regulatory or third party consents and approvals, if any, authorizations and orders necessary for to enter into this Agreement and consummate the sale of the Notes and Warrantstransactions contemplated hereby. 7.9 i. The Company shall have delivered the Lock-Up Letter referred to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestin Section 4(n) hereof.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and the New Warrant and to exchange the Bridge Warrant of each Purchaser for the Replacement 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrantthe Warrants, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) 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 Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrantsthe New Warrants and the exchange of the Bridge Warrant of such Purchaser for the Replacement Warrant. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Notes and Warrant at Warrants to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered to such Purchaser (i) this Agreement, the Purchaser’s Signature Page; (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such the Purchaser a copy duly issued certificates for the Note and Warrants being so purchased by the Purchaser against receipt of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.Purchase Price therefore; 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iii) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 with the same force and effect as though made at that time (except for such representations and warranties that speak had been made on and as of a specific date) the date of Closing, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser Closing; (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have received a certificatebeen enacted, executed entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Chief Executive Officer matters contemplated hereby which prohibits the consummation of any of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested transactions contemplated by such Purchaser.this Agreement; 7.7 (v) The Company shall have delivered an officer’s certificate, in the form of Exhibit F attached hereto, as to such Purchaser a letter from the accuracy of the Company’s transfer agent certifying representations and warranties pursuant to ARTICLE III; (vi) Any right of first offer has been complied with or waived; (vii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the number of shares of Common Stock outstanding as of a date within five days consummation of the Closing Date.transactions contemplated hereby and by the other Transaction Documents; 7.8 (viii) The Company shall have received from each Purchaser a fully completed Investor Questionnaire, and must have found the contents of such questionnaires to be satisfactory in the Company’s sole discretion; (ix) Prior to or simultaneously with the Closing, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale consent of the Notes and Warrants.holders of a majority of the outstanding shares of the Preferred Stock to the consummation of the transactions contemplated hereby; and 7.9 (x) The Company shall have executed and delivered to such Purchaser such other documents relating the Collateral Agent one or more pledge agreements in form and substance satisfactory to the transactions contemplated by Collateral Agent, pursuant to which the Company shall pledge to the Collateral Agent, on behalf of the Purchasers, as further security for the obligations of the Company under this Agreement and the Notes, all of the outstanding (A) capital stock of Lumificient Corporation, a Minnesota corporation, and (B) membership interests in Advanced Lighting Systems, LLC, a Delaware limited liability company. (xi) Each director and officer of the Company set forth on Schedule A thereto shall have executed and delivered to the Purchasers a lock-up agreement in substantially the form attached hereto as such Purchaser or its counsel may reasonably requestExhibit G hereto.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder (which obligations shall be several, and not joint) to purchase a Note and Warrant at the Closing Preferred Stock for which it is subscribing from the Company hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such each Purchaser’s individual and sole benefit and may be waived by any Purchaser as to such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to such Purchaser. (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 (c) The Company shall have delivered to such Purchaser a copy duly executed certificates representing the Preferred Stock and Warrants for the number of the Irrevocable Transfer Agent Instructionsshares being purchased by such Purchaser (each in such denominations as such Purchaser shall request), which instructions shall have been delivered to and acknowledged registered in writing by the Companysuch Purchaser’s transfer agentname. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market Bulletin Board and trading in the Common Stock (Bor on the Bulletin Board generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketBulletin Board. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (g) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser or its counsel may reasonably requestis not currently aware shall come to the attention of such Purchaser.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Debentures and Warrant at the Common Shares to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy of duly executed Debenture in the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged principal amount being purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 (c) The Company aggregate purchase price for the Debentures and Common Shares purchased by all Purchasers hereunder shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Datebe $5,000,000. 7.4 (d) The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASD. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (g) Such Purchaser a letter from shall have received the Company’s transfer agent certifying the number of shares of Common Stock outstanding officer's certificate described in Section 3(c) above, dated as of a date within five days of the Closing Date. 7.8 (h) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. (i) The Company shall have obtained all governmentalexecuted, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating evidence reasonably satisfactory to the transactions contemplated by this Agreement Purchasers that the Company's transfer agent has agreed to act in accordance with the irrevocable instructions in the form attached hereto as Exhibit D; PROVIDED, HOWEVER, if such Purchaser evidence is not delivered on or prior to the Closing Date, the Company shall use its counsel may reasonably requestbest efforts to deliver such evidence as soon as practicable thereafter.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Common Shares and Warrant at Warrants to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered the signature page to such Purchaser (i) this Agreement, the Registration Rights Agreement and the Lock-Up Agreement. (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such the Purchaser's counsel duly issued certificates for the Common Shares being so purchased by Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered Warrants being issued to such Purchaser a certificate evidencing at the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing DateClosing. 7.4 (iii) The Common Stock (A) shall be listed on the Principal Market Nasdaq and (B) trading in the Common Stock shall not have been suspended, as of the Closing Date, suspended by the Commission Nasdaq or the Principal Market from trading on the Principal Market nor shall suspension by the Commission SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketother regulatory authority. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iiv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchasereffect. 7.7 The Company (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (vi) Purchaser shall have received the officer's certificate described in Section 3.3, dated as such of the Closing. (vii) Purchaser or its shall have received opinions of Nida & Xxxxxxx, a Professional Corporation, counsel may reasonably request.to the Company, dated as of the Closing, in the form attached hereto as Exhibit D.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a the Note and Warrant at to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such the Purchaser a copy Note in the principal amount of the Irrevocable Transfer Agent InstructionsPurchase Price paid by such Purchaser, which instructions shall have been delivered to and acknowledged a Warrant registered in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing name of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date.Purchaser; 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 with the same force and effect as though made at that time (except for such representations and warranties that speak had been made on and as of a specific date) the date of Closing, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser Closing; (iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have received been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents; (iv) The Management Shareholders shall have executed and delivered to the Purchasers the Non-Recourse Guaranty and the Stock Pledge Agreement, and delivered the shares of the Common Stock being pledged by them pursuant to the Stock Pledge Agreement to the Collateral Agent; (v) The Company and each of the Management Shareholders shall have executed and delivered to the Purchasers at the Closing a certificatevoting agreement substantially in the form of Exhibit G attached hereto (the “Voting Agreement”) pursuant to which, among other things, the Management Shareholders agree to take such actions as shall be necessary to appoint the Noteholder Designee as a director of the Company, Technic and Foshan and maintain such Noteholder Designee as a director until time as the Notes are no longer outstanding; (vi) The Company and Foshan shall have taken all necessary action and shall have executed and delivered all such documents as shall be necessary to grant to the Noteholder Designee access to the Foshan bank accounts in the manner and to the extent required by Section 4. 11 of this Agreement. (vii) The Company and the Chief Executive Officer Escrow Agent shall have executed and delivered to the Purchasers the Escrow Agreement, and the Company shall have deposited $200,000 with the Escrow Agent pursuant to the terms of the Escrow Agreement; (viii) The Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement and the other Transaction Documents; and (ix) The Company shall have executed and delivered to the Purchasers the Registration Rights Agreement and the Stock Pledge Agreement. (x) The Company shall have executed the Reverse Merger Agreement and completed the Reverse Merger Transactions. (xi) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (xii) The Company shall have delivered to the Purchasers a certificate of an executive officer of the Company, dated as of the such Closing Date, to confirming the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from accuracy of the Company’s transfer agent certifying the number of shares of Common Stock outstanding representations, warranties and covenants as of a date within five days such Closing Date and confirming the compliance by the Company with the conditions precedent set forth in this Article VII as of the Closing Date. 7.8 (xiii) The Board of Directors of the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered adopted resolutions consistent with Section 3.3(b) hereof in a form reasonably acceptable to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestPurchaser.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Notes hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Note being purchased by such Purchaser (in such denominations as such Purchaser shall have been delivered to and acknowledged request) in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be listed authorized for quotation on the Principal Market NASDAQ and trading in the Common Stock (Bor the NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 e. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. f. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. g. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number form attached hereto as Exhibit D. h. No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of shares of Common Stock outstanding as of a date within five days operations of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for occurred since the sale of the Notes and Warrantsdate hereof. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Preferred Shares to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy Certificate of the Irrevocable Transfer Agent Instructions, which instructions Designations shall have been delivered to and acknowledged in writing by accepted for filing with the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing Secretary of State of the Company State of Delaware and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such state Purchaser. (c) The Company shall have delivered duly executed certificates (in such denominations as such Purchaser shall request) representing the Preferred Shares being so purchased to such Purchaser in accordance with Section 1(b) above. (d) The aggregate number of a date within ten Preferred Shares purchased by all Purchasers hereunder shall be 6,000 (10) days plus in the case of the Closing DateAdditional Closing, if any, up to, but not more than, 14,000). 7.4 (e) The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASD. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (if) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (h) Such Purchaser a letter from shall have received the Company’s transfer agent certifying the number of shares of Common Stock outstanding officer's certificate described in Section 3(c) above, dated as of a date within five days of the Closing Date. 7.8 (i) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT C attached hereto. (j) The Company shall have obtained all governmentalexecuted, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating evidence reasonably satisfactory to the transactions contemplated by this Agreement Purchasers that the Company's transfer agent has agreed to act in accordance with the irrevocable instructions in the form attached hereto as EXHIBIT D; PROVIDED, HOWEVER, if such Purchaser evidence is not delivered on or prior to the Closing Date, the Company shall use its counsel may reasonably requestbest efforts to deliver such evidence as soon as practicable thereafter.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each the Purchaser hereunder to purchase a Note and Warrant the Initial Securities set forth on the Purchaser's Execution Page to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such the Purchaser’s 's sole benefit and may be waived by such the Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and the Warrants and delivered executed original copies of the same to such the Purchaser. (b) The Company shall have filed the Supplement. The Registration Statement as supplemented by the Supplement, shall be effective and shall cover the issuance and sale of the Initial Securities to the Purchaser (i) pursuant to this Agreement, (ii) a Note, (iii) a Warrant, (iv) Agreement and the issuance and sale of Warrant Shares upon the exercise of the Warrants. No stop order suspending the effectiveness of the Registration Rights Agreement, Statement shall have been issued and (v) each other Transaction Documentno proceeding therefor has been initiated or threatened by the SEC. Any request by the SEC for inclusion of additional information in the Registration Statement or otherwise shall have been complied with and the Company shall not have filed with the SEC any subsequent amendment or supplement to the Registration Statement without the consent of the Purchaser. 7.2 (c) The Company shall have delivered or caused to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been be delivered to the Purchaser duly executed certificates representing the Common Shares (in such denominations as the Purchaser shall request) and acknowledged duly executed warrant agreements in writing the forms of Exhibit A or Exhibit B, as applicable representing the Warrants (each in such denominations as the Purchaser shall request) being so purchased by the Company’s transfer agentPurchaser in accordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market Market/Exchange and trading in the Common Stock (Bor the Market/Exchange generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market/Exchange. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect. (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect Purchaser and as to such other matters as may be reasonably requested by such Purchaserin substantially the form of Exhibit E --------- attached hereto. 7.7 (h) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. (i) The Purchaser shall have received: (A) a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Warrants and the consummation by the Company of the transactions contemplated hereby and thereby, (B) the Company's certificate of incorporation, as amended to date, and (C) the Company's by-laws, as amended to date, each of the foregoing certified as such by the Secretary or Assistant Secretary of the Company. (j) The aggregate Purchase Price for the Initial Securities being purchased hereunder by the Purchaser at the Closing shall be Eight Million Three Hundred Seventy Five Thousand Dollars ($8,375,000). (k) The Company shall have delivered filed its quarterly report on Form 10-Q for the nine months ended September 30, 2000 on or prior to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Preferred Shares and Warrant 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company and each Purchaser with prior written notice thereof: 7.1 (i) The Company shall have executed each of the Transaction Documents, and delivered the same to such Purchaser (i) this Agreement, Purchaser. (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy Certificate of the Irrevocable Transfer Agent Instructions, which instructions Designation shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by filed with the Secretary of State of such state as the State of a date within ten (10) days of the Closing DateNevada. 7.4 The Common Stock (Aiii) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents or the Certificate of Designation to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as such Purchaser may be reasonably requested request. (iv) The Company shall have executed and delivered to such Purchaser the Stock Certificates for the Preferred Shares and the Warrants being purchased by such PurchaserPurchaser at the Closing. 7.7 (v) The Board of Directors of the Company shall have adopted the Resolutions. (vi) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares and exercise of the Warrants, at least 28,250,000 shares of Common Stock. (vii) The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days incorporation and good standing of the Closing DateCompany and each Subsidiary in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (viii) The Company shall have delivered to such Purchaser a secretary’s certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the By-laws, each as in effect at the Closing Date. (ix) The Company shall have delivered to such Purchaser a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Nevada within ten calendar days of the Closing Date. (x) The Company shall have delivered to the Purchasers such other documents relating to the transactions contemplated by this Agreement the Transaction Documents as such Purchaser the Purchasers or its their counsel may reasonably request. (xi) The Company shall have executed and delivered to Purchaser a certificate or certificates, pursuant to which the Company shall certify the number of shares that may be purchased pursuant to the terms and conditions of those certain Common Stock Purchase Warrants W-B-1, W-B-2, W-B-3, and W-B-4, dated, respectively, April 27, 2012, May 22, 2012, June 28, 2012, and July 11, 2012, which were issued in connection with the original issuance of the Note, satisfactory to Purchaser in all respects. (xii) The By-laws shall have been amended as set forth in Exhibit D. (xiii) Stockholders of the Company shall have agreed in writing satisfactory to Purchaser (1) to nominate to serve as independent directors individuals designated in writing by Purchaser (the “Spirit Bear Designees”) in such number as shall be equal to the number of current directors; (2) to call a special meeting of the shareholders of the Company for the purpose of ratifying the nomination of the Spirit Bear Designees; (3) as applicable, to vote its respective shares in the affirmative for the election of the Spirit Bear Designees to the Board of Directors; and (4) to take any and all such steps as shall be required to ensure that, during the period of three (3) years beginning on the Closing Date (or until such date as Purchaser shall cease to be an affiliate of the Company, should such date occur earlier than the third anniversary of the Closing Date) the Company’s Board of Directors shall, irrespective of the number of members, at all times be composed of an even number of members of which at least Fifty Percent (50.00%) shall be Spirit Bear Designees. (xiv) The Bylaws or charter of the Company shall be amended to the satisfaction of the Purchaser to provide that the Company’s Board of Directors shall, irrespective of the number of members, at all times be composed of an even number of members of which at least Fifty Percent (50.00%) shall be individuals designated by Spirit Bear and who shall be deemed Independent Directors during the period of three (3) years beginning on the Closing Date (or until such date as Purchaser shall cease to be an affiliate of the Company, should such date occur earlier than the third anniversary of the Closing Date).

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Common Stock Shares and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which the Company is a party. 7.2 (b) Not less than one business day prior to the Closing, the Company shall have provided a PDF or other copy of the certificates representing the Shares and Warrants to be issued to the Purchaser to both the Placement Agent and the Purchaser. (c) The Company shall have delivered irrevocable instructions to the Transfer Agent to deliver, as the case may be, to such Purchaser (i) a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a stock certificate evidencing the incorporation or organization and good standing of the Company certifying that each Purchaser is the holder of record of the number of Common Stock set forth opposite such Purchaser’s name on Schedule A and each (ii) a Warrant to purchase the number of its operating Subsidiaries Warrant Shares set forth opposite such Purchaser’s name on Schedule A in such entity’s state of incorporation or organization issued accordance with Section 1(c) above. (d) The representations and warranties made by the Secretary of State of such state Company in Section 4 hereof qualified as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) to materiality shall be listed true and correct at all times prior to and on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by except to the Commission extent any such representation or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, warranty expressly speaks as of the Closing Datean earlier date, either (x) in writing by the Commission which case such representation or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of such earlier date, and, the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specific an earlier date) , in which case such representation or warranty shall be true and the correct in all material respects as of such earlier date. The Company shall have performed, satisfied and complied performed in all material respects with the covenants, agreements all obligations and conditions covenants herein required by the Transaction Documents to be performed, satisfied or complied with performed by the Company at it on or prior to the Closing Date. Such Purchaser . (e) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, and the Company will have made all pre-Closing filings under the Blue Sky laws, including those of New York State. (f) The Company shall have received Subscription Amounts or signed, enforceable agreements for Subscription Amount, aggregating at least $6 million in gross proceeds from the sale of the Shares and Warrants as contemplated hereby. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (h) No event shall have occurred which would reasonably be expected to have a certificateMaterial Adverse Effect on the Company. (i) The Company’s counsel shall have delivered the opinion in the form attached as Exhibit C hereto. (j) All Company Directors and all Company executive officers shall have entered into a form of lock up agreement, in the form of Exhibit D, whereby each agrees to not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by him during the 180-day period following the Effective Date. (k) The Company shall have delivered a Certificate, executed on behalf of the Company by the its Chief Executive Officer of the Companyor its Chief Financial Officer, dated as of the Closing Date, certifying to the foregoing effect fulfillment of the conditions of this Section 7. (l) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to such the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (m) No stop order or suspension of trading shall have been imposed by the SEC or any other matters as governmental or regulatory body with respect to public trading in the Common Stock. (n) The Company will have paid or made arrangements to pay to the Placement Agent the cash compensation due upon the Closing and will issue to the Placement Agent a warrant in the form reasonably satisfactory to the Placement Agent representing the right to purchase Common Stock of the Company in an amount equal to the number of Shares and the Warrant Shares being sold or to be sold to the Purchasers, which form of warrant may be reasonably requested by such Purchaserdifferent from the Warrant to the Purchasers. 7.7 (o) The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of on the Closing Date immediately prior to the Closing. (p) Such Purchaser shall have received a date within five days letter on the letterhead of the Closing DateCompany, duly executed by the Chief Executive Officer of the Company, setting forth the wire instructions of the Company. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (q) The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such other documents relating Purchaser, which instructions shall have been delivered to and acknowledged in writing by the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestCompany’s transfer agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser of the Purchasers hereunder to purchase a Note and Warrant the Units at the Closing closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s the Purchasers' sole benefit and may be waived by such a Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchaser. 7.2 (ii) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by the Secretary of State shall have been delivered to the Purchaser. (iii) The Company shall have delivered duly executed certificates representing the Preferred Shares and Warrants being so purchased to such the Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on the Principal Market OTC Bulletin Board and trading in the Common Stock (Bor on the OTC Bulletin Board generally) shall not have been suspended, suspended by the SEC or the OTC Bulletin Board. (The Purchaser acknowledges that the Common Stock is authorized for quotation on the OTC Bulletin Board as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either date hereof.) (xv) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser The Purchasers shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing DateClosing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserthe Purchasers. 7.7 The Company (vi) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (vii) The Purchasers shall have received the officer's certificate described in Section 3(c) above, dated as such Purchaser of the Closing. (viii) The Purchasers shall have received evidence that each of the holders of the Company's Series A Convertible Preferred Stock shall have (i) consented to the creation of the Series B Preferred Stock and (ii) consented that the sole remedy of the holder of Series A Convertible Preferred Stock upon a Conversion Default shall be to execute upon, or its counsel may reasonably requestreceive the proceeds from the sale of, the Collateral.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Preferred Shares and Warrant Warrants at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of [Delaware] shall have been delivered to such Purchaser. c. The Company shall have delivered to such Purchaser a copy of duly executed Warrants and certificates (in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged Preferred Shares in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 d. The Common Stock (A) shall be listed authorized for quotation on the Principal Market Bulletin Board and trading in the Common Stock (Bor the Bulletin Board generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market Bulletin Board, nor shall any such suspension by the Commission be pending or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 e. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such the Purchaser. 7.7 f. No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. g. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D attached hereto. h. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number form attached hereto as Exhibit E. i. There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of shares of Common Stock outstanding as of a date within five days operations of the Closing Date. 7.8 The Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for come to the sale attention of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating Purchasers that is materially adverse to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestCompany.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing such Purchaser's Shares hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered the same to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 b. The Company shall have delivered to such Purchaser a certificate evidencing or certificates representing the incorporation Shares being purchased, registered in such Purchaser's name as stated in Attachment 1 hereto (or organization and good standing in the names of such Purchaser's nominee or nominees as may be specified to the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of at least 48 hours prior to the Closing Date), against payment therefor in accordance with Section 1(a) above. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Each Purchaser shall have received a certificate, executed by the Chief Executive Officer Officer, President or Executive Vice 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 any Purchaser. 7.7 d. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. The Purchasers shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, certified as such by the Secretary or Assistant Secretary of the Company. f. Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers. g. Each Purchaser shall have received a copy of the Addendum duly executed by the Company. h. The Board of Directors of the Company shall have approved an amendment (the "Rights Plan Amendment") to the Rights Agreement, dated as of September 11, 2001, by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 thereto dated as of November 13, 2001 and Amendment No. 2 thereto dated as of November 22, 2002, and the Purchaser shall have received a copy of the Rights Plan Amendment in substantially the form attached hereto as Exhibit C duly executed by the Company and the Rights Agent. i. The Company shall have delivered a Certificate of Adjustment pursuant to such Purchaser a letter from Section 7(g) of its outstanding 10% Convertible Senior Secured Promissory Notes due 2005 in substantially the Company’s transfer agent certifying the number of shares of Common Stock outstanding form attached hereto as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.Exhibit D.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Promissory Notes and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed this Agreement and delivered the same to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of duly executed Promissory Notes (in such denominations as the Irrevocable Transfer Agent Instructions, which instructions Purchaser shall have been delivered to request) and acknowledged Warrants in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer 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 PurchaserPurchaser including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. 7.7 The Company d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding shall, upon request, receive an officer's certificate described in Section 3(c) above, dated as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Class A Common Stock and Warrant at Warrants to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered the signature page to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) Agreement and the Registration Rights Agreement, and ; (vii) each other Transaction Document. 7.2 The Company shall have delivered to such the Purchaser a copy duly issued certificates for the Class A Common Stock and Warrants being so purchased by the Purchaser against receipt of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.Purchase Price therefore; 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iii) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 with the same force and effect as though made at that time (except for such representations and warranties that speak had been made on and as of a specific date) the date of Closing, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser Closing; (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have received a certificatebeen enacted, executed entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Chief Executive Officer matters contemplated hereby which prohibits the consummation of any of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested transactions contemplated by such Purchaser.this Agreement; 7.7 (v) The Company shall have delivered an officer’s certificate, in form and substance reasonably acceptable to such Purchaser a letter from the Purchaser, as to the accuracy of the Company’s transfer agent certifying the number representations and warranties pursuant to ARTICLE III; (vi) Any right of shares of Common Stock outstanding as of a date within five days of the Closing Date.first offer has been complied with or waived; and 7.8 (vii) The Company and Kingstone Family Limited Partnership II shall have obtained all governmentalentered into a Shareholder Agreement, regulatory or third party consents in form and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating substance reasonably acceptable to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestPurchasers.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase have its shares of Series B Preferred Stock repurchased in exchange for a Note and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, the Notes, the Security Documents (iitogether with any other documents necessary to perfect the security interests created thereby or otherwise contemplated therein) a Note, (iii) a Warrant, (iv) and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed Notes (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered aggregate Purchase Price to and acknowledged in writing be paid by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of at the Closing Datein accordance with Section 1(b) above. 7.4 (d) The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NNM and trading in the Common Stock (Bor the NNM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNNM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company in this Agreement and in the other Transaction Documents shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the this Agreement or any other Transaction Documents Document to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (g) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit G attached hereto. (h) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the Notes, the Replacement Warrants, the Security Documents and the Registration Rights Agreement, certified as such Purchaser by the Secretary or Assistant Secretary of the Company. (i) On or prior to the Closing Date, the Company shall have entered into the following agreements with Pfizer Inc. (or one of its counsel may reasonably requestaffiliates): (i) Master Services Agreement, (ii) Non-Exclusive License Agreement and (iii) Stock Purchase Agreement, and shall have consummated the transactions contemplated by the Stock Purchase Agreement. (j) On or prior to the Closing Date, the Company shall have entered into the Securities Purchase Agreement with the Series C Purchasers and shall have consummated the transactions contemplated thereby.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder (which obligations shall be several, and not joint) to purchase a Note the Preferred Stock and Warrant at Series B Warrants for which it is subscribing from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such each Purchaser’s individual and sole benefit and may be waived by any Purchaser as to such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to such Purchaser. (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Nevada and a copy thereof certified by the Secretary of State of the State of Nevada shall have been delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 (c) The Company shall have delivered to such Purchaser a copy duly executed certificates representing the Preferred Stock and Series B Warrants for the number of the Irrevocable Transfer Agent Instructionsshares of Preferred Stock and Series B Warrants being purchased by such Purchaser (each in such denominations as such Purchaser shall request), which instructions shall have been delivered to and acknowledged registered in writing by the Companysuch Purchaser’s transfer agentname. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market OTCQB and trading in the Common Stock (Bor on the OTCQB generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketOTCQB. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the date of the Initial Closing Date, to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. (g) Such Purchaser shall have received an opinion of the Company’s counsel, dated as of the date of the Initial Closing, in substantially the form attached hereto as Exhibit F. (h) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (i) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the as of the date of the Initial Closing, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such Purchaser by the Secretary or its counsel may Assistant Secretary of the Company, and such other documents they reasonably requestrequest in connection with the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Units to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Purchaser. c. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Warrants and certificates representing the Preferred Shares being purchased by such Purchaser (in such denominations as such Purchaser shall have been delivered to and acknowledged request) in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 d. The Common Stock (A) shall be listed authorized for quotation on the Principal Market NASDAQ and trading in the Common Stock (Bor the NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 e. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 f. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. g. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. h. The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. i. No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of operations of the Company shall have occurred since the date hereof. j. The Company shall have delivered to such Purchaser a letter from each of those Purchasers surrendering Notes as Payment of the Company’s transfer agent certifying the number of Purchase Price and those Purchasers whose Notes are being repaid in accordance with Section 4(d) hereof, certificates representing shares of Common Stock outstanding as such that the accrued and unpaid interest on all such Notes is paid in full in accordance with the terms of a date within five days of the Closing Datesuch Notes. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereof: 7.1 discretion: a The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 delivered the same to such Purchaser or the Placement Agent, acting on behalf of such Purchaser. b The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to duly executed Prepaid Warrants and acknowledged Incentive Warrants (each in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such denominations as such Purchaser a certificate evidencing shall request at the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in Closing) being so purchased by such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of Purchaser at the Closing Date. 7.4 in accordance with Section 1(b) above. c The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, suspended from trading by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 NASD. d The representations and warranties of the Company shall be true and correct as of the date when made and as of the date 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 . e No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, or challenges or seeks to prohibit or prohibits the consummation of any of the transactions contemplated by this Agreement. f Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the Closing, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. g The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions substantially in the form attached hereto as Exhibit E. h There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company, taken as a whole, since the date hereof. i The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Purchaser. j The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company in the Commonwealth of shares Virginia issued by the Secretary of Common Stock outstanding State of the Commonwealth of Virginia as of a date within five ten (10) days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 Closing. k The Company shall have delivered to such Purchaser such other documents relating a certified copy of the Articles of Incorporation as certified by the Secretary of State of the Commonwealth of Virginia within ten days of the Closing. l The Company shall have delivered to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesta secretary's certificate, dated as of the Closing, as to (i) the resolutions described in Section 7(i), (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Units to be purchased by it hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. c. The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 d. The Common Stock (A) shall be listed authorized for listing on AMEX and trading in the Principal Market and Common Stock (Bor AMEX generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketAMEX. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 e. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 f. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. g. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. h. The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. i. The aggregate number of Units being purchased by all Purchasers hereunder shall be 8,000. j. The Company shall have delivered to such Purchaser a letter the Purchasers Lock-Up Letters in the form attached hereto as EXHIBIT F from the Company’s transfer agent certifying the number each of shares of Common Stock outstanding as of a date within five days of the Closing DateRon Xxxxxxxxx, Xxthxxx X. Xxxx xxx Kennxxx X. Xxxx. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Shares and Warrant 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 such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 (a) The Company shall have (i) executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, electronically delivered the Shares being purchased by such Purchaser at the Closing pursuant to this Agreement and (iii) a Warrantif applicable, executed and delivered the related Warrants (ivin such amounts as such Purchaser shall request) being purchased by such Purchaser at the Registration Rights Closing pursuant to this Agreement, and (v) each other Transaction Document. 7.2 (b) The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit B attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10c) days of the Closing Date. 7.4 The Common Stock (Ai) shall be listed on the Principal an Eligible Market and (Bii) shall not have been suspended, as of the Closing Date, by the Commission SEC or the Principal Market stock exchange or government body from trading on an Eligible Market. (d) From the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of date hereof to the Closing Date, either (xi) trading in writing the Common Stock shall not have been suspended by the Commission SEC or the Principal Market or NYSE Amex LLC (y) except for any suspension of trading of limited duration agreed to by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) which suspension shall be terminated prior to the Certificate of Incorporation and By-Laws of the CompanyClosing), and and, (ii) resolutions passed at any time prior to the Closing Date, trading in securities generally as reported by its Board of DirectorsBloomberg 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 NYSE Amex LLC, nor shall a duly authorized committee thereof, to authorize the transactions contemplated hereby and 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 Transaction Documentsnational or international calamity of such magnitude in its effect on, and certifying that such documents are true and complete copies or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of Securities at the Company made herein.Closing 7.6 (e) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 (f) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes Shares, the Warrants and Warrantsthe Warrant Shares. 7.9 (g) The Registration Statement shall be effective and available for the issuance and sale of the Shares hereunder and the Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Prospectus and the Prospectus Supplement as such Purchaser or its counsel may reasonably requestrequired thereunder.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company Bank with prior written notice thereof: 7.1 (a) The Company Bank shall have duly executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) each of the Registration Rights Agreement, and (v) each other Transaction DocumentDocuments. 7.2 The Company (b) Such Purchaser shall have delivered to such Purchaser a copy received an opinion of Dinur and XxXxxx, LLP, counsel for the Irrevocable Transfer Agent InstructionsBank, which instructions shall have been delivered to and acknowledged dated the Closing Date, in writing by substantially the Company’s transfer agentform of Exhibit B attached hereto. 7.3 (c) The Company Bank shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state Bank as of a date within ten (10) business days of before the Closing Date. 7.4 (d) The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company Bank shall have delivered to such Purchaser a certificate, signed executed by the Secretary or an Assistant Secretary of the CompanyBank and dated as of the Closing Date, attaching as to (i) the Certificate of Incorporation and By-Laws of resolutions consistent with Section 3(b) as adopted by the Company, and (ii) resolutions passed by its Bank’s Board of Directors, or a duly authorized committee thereof, to authorize (ii) the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies Articles of Incorporation of the originals Bank and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty (iii) the Bylaws of the Company made herein.Bank, each as in effect at the Closing, in the form attached hereto as Exhibit C. 7.6 (e) The representations and warranties of the Company Bank contained in Section 3 of this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Bank Material Adverse Effect, which shall be true and correct in all respects) as of the date when made Signing Date and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of such specified date), and the Company Bank shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents and the P&A Agreement (and by the FDIC and Georgia Department of Banking and Finance, if any) to be performed, satisfied or complied with by the Company Bank at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer Senior Vice President of the CompanyBank, dated as of the Closing Date, to the foregoing effect and in the form attached hereto as to such other matters as may be reasonably requested by such Purchaser.Exhibit D. 7.7 (f) The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company Bank shall have obtained all governmental, regulatory or any third party consents and approvals, if any, necessary for the sale completion of the Notes and WarrantsProposed Acquisition. 7.9 (g) The Company Bank shall have delivered or cause to have delivered to each Purchaser the number of the Common Shares indicated below such Purchaser’s name on the signature page to this Agreement, subject to the conditions set forth in Section 1(a), registered in the name of such Purchaser. (h) The Bank shall have raised an aggregate amount of at least $284,550,000 in the Offering, and the FDIC shall have accepted the Bank’s bid to acquire the Target Banks, as demonstrated by the FDIC’s adoption of a resolution to enter into the P&A Agreement (to the extent legally required by FDIC laws and regulations), on terms not less favorable to the Bank, the Purchasers or its shareholders than set forth in the Final Bid Summary, and, with respect to the Target Banks, shall have entered into the P&A Agreement with the Bank. (i) The Bank shall have: (i) entered into the employment agreements with the proposed new management team and (ii) delivered or cause to have delivered the Common Stock and warrants to the proposed new management team as set forth in their amended and restated subscription agreements, dated April 1, 2009, with the Bank. (j) The Bank shall have delivered to such Purchaser such other documents relating to the transactions purchase and sale of the Common Shares contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed copies to such Purchaser. 7.2 (b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on AMEX and trading in the Principal Market and Common Stock (Bor AMEX generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketAMEX. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak relate to a different date, which shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and certifying that (i) he is the duly elected and acting Chief Executive Officer of the Company, (ii) the capitalization of the Company described in Schedule 3(d) hereto has not changed and (iii) there have been no material adverse changes in the business, affairs, operations, properties, assets, condition or previously publicly announced prospects of the Company since December 26, 1997, other than the continued utilization of cash resources. (f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such other matters the Purchaser and in substantially the form of Exhibit D attached hereto. (h) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as may be Exhibit E. (i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (j) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably requested by acceptable to such Purchaser. 7.7 (k) The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company in its state of shares incorporation issued by the Secretary of Common Stock outstanding State of such state of incorporation as of a date within five ten days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (l) The Company shall have delivered to such Purchaser such other documents relating a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Closing Date. (m) The Company shall have delivered to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesta secretary's certificate, dated as of the Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the relevant Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) With respect to the First Closing: (i) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed copies to such Purchaser. 7.2 (ii) The Statement of Designation shall have been accepted for filing with the Secretary of State of the State of Texas and a copy thereof certified by the Secretary of State of the State of Texas shall have been delivered to such Purchaser and the Statement of Designation shall remain in full force and effect, in the form described in the definition thereof. (iii) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NSCM and trading in the Common Stock (Bor the NSCM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNSCM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 First Closing Date as though made at that time (except for representations and warranties that speak relate to a different date, which shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the First Closing Date, Date to the foregoing effect and as to such other matters as such Purchaser may be reasonably requested request. (vi) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vii) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (viii) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. (ix) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (x) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Purchaser. 7.7 (xi) The Company shall have delivered to such Purchaser a letter from certificate evidencing the incorporation and good standing of the Company’s transfer agent certifying , and each of its subsidiaries organized in a jurisdiction in the number United States, in such corporation's state of shares incorporation issued by the Secretary of Common Stock outstanding State of such state of incorporation as of a date within five ten days of the First Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (xii) The Company shall have delivered to such Purchaser a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Texas within ten days of the Closing Date. (xiii) The Company shall have delivered to such Purchaser a secretary's certificate, dated as of the First Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (xiv) The Company shall have delivered to the Purchasers the executed Consent and Agreement of Stockholders in the form attached hereto as EXHIBIT F. (xv) The Company shall have executed and delivered to each holder of the Company's Series B Preferred Stock and the holders of warrants to purchase shares of Common Stock dated July 1, 1998 and August 1, 1998, an Amendment and Exchange Agreement in the form attached hereto as EXHIBIT G. (the AAmendment Agreement@) . (xvi) The holders of the Company's Series B Preferred Stock shall have executed and delivered to the Company a Waiver and Consent in the form attached hereto as EXHIBIT H. (b) With respect to the Second Closing: (i) The Company shall have delivered to such Purchaser duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Preferred Shares and Warrants being so purchased by such Purchaser in accordance with Section 1(b) above. (ii) The Common Stock shall be authorized for quotation and listed on the NSCM and trading in the Common Stock (or the NSCM generally) shall not have been suspended by the SEC or the NSCM. (iii) 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 Second Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied 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 Second Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Second Closing Date to the foregoing effect and as to such other documents relating to matters as such Purchaser may reasonably request. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement Agreement. (v) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (vi) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. (vii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (viii) The Company shall have delivered to such Purchaser or a certificate evidencing the incorporation and good standing of the Company and each of its counsel may reasonably requestsubsidiaries in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Second Closing Date. (ix) The Company shall have delivered to such Purchaser a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Texas within ten days of the Closing Date. (x) The Company shall have delivered to such Purchaser a secretary's certificate, dated as of the Second Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (xi) The First Closing shall have occurred. (xii) The Company Milestones for the Second Closing, as set forth on EXHIBIT I, shall have been met. (xiii) The Placement Agent, on behalf of the Purchasers, has elected to close by written notice to the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it 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 such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Prepaid Warrants and Incentive Warrants (each in such denominations as such Purchaser shall have been delivered to and acknowledged request) being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be authorized for quotation and listed on the Principal Market SmallCap and trading in the Common Stock (Bor the SmallCap generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketSmallCap. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the date 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 e. No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. f. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the Closing, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. g. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. h. There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. i. The aggregate number of shares of Common Stock outstanding as of a date within five days of Units being purchased hereunder by all Purchasers at the Closing Datehereunder shall be 1,700. 7.8 j. The Company shall have obtained all governmentalreceived written confirmation from The Nasdaq Stock Market, regulatory Inc. that the Related Party Offering described in Exhibit F attached hereto will not be integrated with the offering of Securities described herein for purposes of NASD Rules 4310(c)(25)(H) or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants4460(i) (or any successor rules thereto). 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant 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 such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 (i) The Company shall have duly executed and delivered to such Purchaser (iA) each of the Transaction Documents and (B) the Shares (in such amounts as such Purchaser shall request), being purchased by such Purchaser at the Closing pursuant to this Agreement, Agreement in accordance with Section 1(d) hereof. (ii) a NoteThe Company shall have filed the Certificate of Designations with the Department of Licensing and Regulatory Affairs of the State of Michigan, and the Certificate of Designations shall have become effective as an amendment to the Articles of Incorporation. (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct in all material respects (except for representations and warranties that are qualified and limited by “material, “materiality,” “Material Adverse Effect” or words of similar import which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser . (v) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date, 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. 7.8 (vi) The Company shall have obtained all governmental, governmental or regulatory or third party consents and approvals, if any, necessary for the sale of the Notes Securities, except for such consents and Warrantsapprovals as are contemplated to be obtained following the Closing Date. 7.9 (vii) Each of Xxxxxxx Procter LLP and Xxxxxx Xxxxxxx PLLC, counsels for the Company, shall deliver to the Purchasers an opinion, dated as of the Closing Date, in substantially the forms previously agreed to between the Purchaser and the Company. (viii) The Chief Executive Officer and/or Chief Financial Officer of the Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by Purchasers at the Closing a certificate certifying that the conditions specified in clauses (ii), (iv), (v) and (vi) of this Agreement as such Purchaser or its counsel may reasonably requestSection 7 have been fulfilled.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note such Purchaser's Notes and Warrant at the Closing Warrants hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Notes and Warrants (in such denominations as such Purchaser shall have been delivered to and acknowledged request) in writing by the Company’s transfer agentaccordance with Section 1(a) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 c. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such any Purchaser. 7.7 The Company d. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, or challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. e. Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date in substantially the form of Exhibit E attached hereto. f. No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of operations of the Company shall have occurred since the date hereof. g. The Purchasers shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Notes, the Warrants and the Registration Rights Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Preferred Shares and Warrant at Warrants to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered the signature page to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) Agreement and the Registration Rights Agreement, and ; (vii) each other Transaction Document. 7.2 The Company shall have delivered to the Purchaser's counsel duly issued certificates for the Preferred Shares being so purchased by Purchaser and Warrants being issued to such Purchaser a copy of at the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.Closing; 7.3 (iii) The Company shall have delivered to such Purchaser a certificate evidencing filed with the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Delaware Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Preferred Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the CompanyDesignation, and attached hereto as Exhibit A; (iiiv) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other effect; (v) 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 or any self-regulatory organization having authority over the matters as may be reasonably requested contemplated hereby which prohibits the consummation of any of the transactions contemplated by such Purchaser.this Agreement; 7.7 (vi) The Company shall have delivered an officer's certificate, in form and substance reasonably acceptable to such the Purchaser, as to the accuracy of the Company's representations and warranties pursuant to ARTICLE III; and (vii) Purchaser a letter shall have received the legal opinion from the Company’s transfer agent certifying 's counsel in the number of shares of Common Stock outstanding form attached hereto as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.Exhibit D.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed copies to such Purchaser. 7.2 (b) The Series B Amendment shall have been accepted for filing with the Secretary of State of the State of Texas and a copy thereof certified by the Secretary of State of the State of Texas shall have been delivered to such Purchaser and the Statement of Designation shall remain in full force and effect, in the form described in the definition thereof. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NSCM and trading in the Common Stock (Bor the NSCM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNSCM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 relate to a different date, which shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as such Purchaser may be reasonably requested request. (f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (h) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. (i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (j) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Purchaser. 7.7 (k) The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company and each of shares its subsidiaries in such corporation's state of Common Stock outstanding incorporation issued by the Secretary of State of such state of incorporation as of a date within five ten days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (l) The Company shall have delivered to such Purchaser a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Texas within ten days of the Closing Date. (m) The Company shall have delivered to such other documents relating Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (n) The Company shall have delivered to the Purchasers executed voting agreements of the holders of not less than thirty nine percent (39%) of the shares of Common Stock entitled to vote at a meeting of the shareholders of the Company agreeing to vote in favor of the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesthereby and in the Statement of Designation at any meeting of the shareholders of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser of the Purchasers hereunder to purchase a Note and Warrant at the Units on the Closing Date is subject to the satisfaction, at or waiver by each of the Purchasers, on or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The (a) Each of the Sellers shall have executed this Agreement and the Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and delivered the same to the Purchasers; (vb) each other Transaction Document. 7.2 The Company Certificate of Designation shall have delivered to such Purchaser been accepted for filing with the Secretary of State of Delaware, and a copy thereof certified by the Secretary of the Irrevocable Transfer Agent Instructions, which instructions State shall have been delivered to and acknowledged in writing by counsel for the Company’s transfer agent.Purchasers; 7.3 (c) The Company Sellers shall have delivered to such each Purchaser a certificate evidencing duly executed certificates representing the incorporation or organization Preferred Shares and good standing of the Company and each of its operating Subsidiaries Warrants being purchased in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten accordance with Section 1(b) above; (10d) days of the Closing Date. 7.4 The Common Stock shall continue to be authorized for quotation on NASDAQ and trading in the Common Stock (A) shall be listed on the Principal Market and (Bor NASDAQ generally) shall not have been suspendedsuspended by the SEC or NASD; (i) Each representation and warranty of the Sellers shall be, on and as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct in all material respects with the same effect as of the date when though made on and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific datedate other than the Closing Date), (ii) and the Company Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at Sellers on or prior to the Closing Date. Such Purchaser Date and (iii) the Purchasers shall have received a certificate, executed by the Chief Executive Officer an appropriate executive officer of the Company, respective Seller and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser.the Purchasers; 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby, which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement; (g) The Purchasers shall have received the officer's certificate described in Section 3(c) above, dated as such Purchaser or its counsel may of the Closing Date; and (h) The Purchasers shall have received opinions of the Company's counsel, dated as of the Closing Date, (i) with respect to Federal telecommunications matters, in form, scope and substance reasonably requestsatisfactory to the Purchasers, and (ii) with respect to other matters, in substantially the form of Exhibit D-1 attached hereto.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant Convertible Securities at the Closing closings is subject to the satisfaction, at or before the Closing Dateappropriate closing date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) With respect to the First Closing: (i) The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (ii) The Company shall have delivered duly executed Debentures (in such denominations as such Purchaser shall request) to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iii) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iiv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 date of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the First Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Datedate of the First Closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 (v) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Such Purchaser shall have received the officer's certificate described in Section 3(c) above, dated as of the date of the First Closing. (vii) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the First Closing, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D-1 attached hereto. (viii) The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number of shares of Common Stock outstanding form attached hereto as of a date within five days of Exhibit E. (b) With respect to the Closing Date.Second Closing: 7.8 (i) The Company shall have obtained all governmentalexecuted this Agreement and the Registration Rights Agreement, regulatory or third party consents and approvals, if any, necessary for delivered the sale of the Notes and Warrantssame to such Purchaser. 7.9 (ii) The Company shall have delivered duly executed Debentures (or certificates representing the Preferred Shares) (each in such denominations as such Purchaser shall request) to such Purchaser in accordance with Section 1(b) above. (iii) The Common Stock shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. (iv) 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 date of the Second Closing as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all 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 date of the Second Closing. Such Purchaser shall have received a certificate, executed by the chief executive officer of the Company, dated as of the date of the Second Closing, to the foregoing effect and as to such other documents relating matters as may be reasonably requested by such Purchaser (including, but not limited to, certifications related to and with respect to the Preferred Shares and the Conversion Shares issuable upon conversion thereof). (v) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement. (vi) Such Purchaser shall have received the officer's certificate described in Section 3(c) above, dated as of the date of the Second Closing. (vii) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the Second Closing, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D-1 attached hereto (if Debentures are to be issued and sold) or its counsel may reasonably requestin the form of Exhibit D-2 attached hereto (if Preferred Shares are to be issued and sold). (viii) The Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement shall have been declared effective by the SEC no later than the one hundred and eightieth (180th) day after the First Closing and shall be effective and available for use by such Purchaser as of the date of the Second Closing. (ix) No material adverse change or development in the business, operations, financial condition or results of operations of the Company shall have occurred since the First Closing. (x) No Event of Default (as defined in Article VIII of the Debentures) shall have occurred. (xi) If Preferred Shares are to be issued and sold, the Certificate of Designation shall have been accepted for filing with the Secretary of State of Virginia, and a copy thereof certified by such Secretary of State shall have been delivered to such Purchaser.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. VII.1 The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Convertible Securities to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered the signature page to such Purchaser (i) this Agreement, the Registration Rights Agreement and the Escrow Agreement and delivered the same to Purchaser. (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to the Escrow Agent duly executed certificates for the Preferred Stock (in such denominations as Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to request) being so purchased by Purchaser and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered Warrants being issued to such Purchaser a certificate evidencing at the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing DateClosing. 7.4 (iii) The Common Stock (A) shall be listed on the Principal Market Nasdaq and (B) trading in the Common Stock shall not have been suspended, as of the Closing Date, suspended by the Commission Nasdaq or the Principal Market from trading on the Principal Market nor shall suspension by the Commission SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketother regulatory authority. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iiv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchasereffect. 7.7 (v) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the Closing. (vii) Purchaser shall have received opinions of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, dated as of the Closing, in the form attached hereto as Exhibit F. (viii) The Company shall have entered into an agreement with Xxxxxxx X. Xxxxxx restricting dispositions of Common Stock beneficially owned by him and in the form attached hereto as Exhibit G. (ix) The Company shall have received from each of Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx an irrevocable proxy in the form attached hereto as Exhibit H. (x) The Company shall have entered into the Security Agreement between the Company and Purchaser in the form attached hereto as Exhibit I, to effect the security interest of Purchaser in the IBM Patents. (xi) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and reasonable evidence thereof shall have been delivered to Purchaser or Altheimer & Xxxx. (xii) The Purchase Price delivered by all Purchasers for the aggregate amount of Convertible Securities purchased at the Closing shall equal at least $16,000,000. (xiii) Each of the other Purchasers shall have executed an Intercreditor Agreement between the Purchasers and Foothill Capital Corporation. (xiv) The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from that the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days purchase of the Closing Date. 7.8 The Company IBM Patents is shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for be consummated upon the sale payment of the Notes and Warrantspurchase price under the agreement with IBM. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Notes and Warrant at the Closing Warrants from the Company and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights AgreementAgreement and the Security Documents, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructionsduly executed Notes and Warrants (each in such denominations as such Purchaser shall request), which instructions shall have been delivered to and acknowledged registered in writing by the Company’s transfer agentsuch Purchaser's name. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10c) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such . (d) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (e) Each Purchaser shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect Purchaser and as to such other matters as may be reasonably requested by such Purchaserin substantially the form of EXHIBIT H attached hereto. 7.7 The Company (f) There shall have delivered been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to such Purchaser a letter from the attention of the Purchasers that is materially adverse to the Company’s transfer agent certifying . (g) Each Purchaser shall have received a copy of resolutions, duly adopted by the number Board of shares of Common Stock outstanding as of a date within five days Directors of the Closing Date. 7.8 The Company Company, which shall have obtained all governmental, regulatory or third party consents be in full force and approvals, if any, necessary for effect at the sale time of the Notes and Warrants. 7.9 The applicable Closing, authorizing the consummation by the Company shall have delivered to such Purchaser such other documents relating to of the transactions contemplated hereby and by this Agreement the other Transaction Documents, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it 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 such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Prepaid Warrants and Incentive Warrants (each in such denominations as such Purchaser shall have been delivered to and acknowledged request) being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be authorized for quotation and listed on the Principal National Market and trading in the Common Stock (Bor the National Market generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal National Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the date 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company e. No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, or challenges or prohibits the consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestAgreement.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) 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 Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes Notes, Warrants, Conversion Shares and WarrantsWarrant Shares. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (i) this Agreement, Each Purchaser shall have received all documents contemplated to be delivered by the Partnership pursuant to Section 2.02(a); (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company Partnership shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time hereof (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such specified date) and the Company Partnership 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 Partnership at or prior to the Closing Date. Such Purchaser . (iii) The Common Units (I) shall be listed on the Exchange and (II) shall not have received a certificatebeen suspended, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to by the foregoing effect and Commission or the Exchange from trading on the Exchange nor shall suspension by the Commission or the Exchange have been threatened, as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date, either (A) in writing by the Commission or the Exchange or (B) by falling below the minimum listing maintenance requirements of the Exchange. 7.8 (iv) The Company Exchange shall have approved, orally or in writing, the listing of the Conversion Units; (v) All conditions to the issuance of the Senior Secured PIK Toggle Notes due 2024 (the “Notes”) under the New Indenture shall have been satisfied (other than the sale and issuance of the Series A Preferred Units pursuant to this Agreement); (vi) Immediately prior to the consummation of the issuance of the Series A Preferred Units, the Board of Directors of the General Partner shall have been reconstituted to consist of seven (7) directors, with the initial designees to the Board of Directors as set forth on Schedule B, and Xxxxxx Xxxxxxx shall have been appointed Chairman of the General Partner; and (vii) The Partnership shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and WarrantsSecurities. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 The Company and each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which it is a party. 7.2 The Company shall have delivered provided evidence to such Purchaser a copy the Placement Agent of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to filing and acknowledged in writing by acceptance of the Company’s transfer agentCertificate of Incorporation from the Secretary of State of Delaware. 7.3 The Company shall have delivered instruct the Transfer Agent to record such Purchaser a certificate evidencing Purchaser’s Shares set forth opposite such Purchaser’s name on Schedule A, in book entry promptly after the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing DateClosing. 7.4 The Common Stock (A) representations and warranties made by the Company in Section 3 hereof qualified as to materiality shall be listed true and correct at all times prior to and on the Principal Market and (B) shall not have been suspended, as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Commission or the Principal Market from trading Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) except to the extent any such representation or warranty expressly speaks as of an earlier date, in writing which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketClosing Date. 7.5 The Company shall have delivered to such Purchaser a certificateobtained any and all consents, signed permits, approvals, registrations and waivers as necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Secretary Transaction Documents, all of which shall be in full force and effect, and the Company will have made all pre-Closing filings under the Blue Sky laws. 7.6 The Company shall have executed and obtained from Jxxxxxx Pharmaceutica, N.V., Jxxxxxx Sciences Ireland UC and Vactech Oy license agreements for certain rights of each company as described in the Memorandum. 7.7 The Company shall have executed and obtained employment agreements from Axxxxxxx Xxxxxx and Fxxxxxxxx Xxxx. 7.8 The Company shall have received Subscription Amounts or an Assistant Secretary signed, enforceable agreements for Subscription Amounts, aggregating at least $26.5 million from the sale of the CompanySecurities as contemplated hereby. 7.9 No judgment, attaching (i) the Certificate writ, order, injunction, award or decree of Incorporation and By-Laws or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of the Companyor by any governmental authority, shall have been issued, and (ii) resolutions passed no action or proceeding shall have been instituted by its Board any governmental authority, enjoining or preventing the consummation of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by or in the other Transaction Documents. 7.10 No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. 7.11 The Company shall have delivered a Certificate, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely executed on such certificate as a representation and warranty behalf of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) 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 Purchaser shall have received a certificate, executed by the its Chief Executive Officer of the Companyor its Chief Financial Officer, dated as of the Closing Date, certifying to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserfulfillment of the conditions of this Section 7. 7.7 7.12 The Company shall have delivered to such Purchaser a letter from Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date certifying (i) the Bylaws of the Company’s transfer agent certifying , (ii) resolutions of the number Board of shares Directors of Common Stock outstanding the Company approving, this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, and (iii) resolutions of the stockholders of the Company approving the Certificate of Incorporation. 7.13 The Purchasers shall have received from Lxxxxxxxxx Xxxxxxx LLP, counsel for the Company, an opinion, dated as of a date within five days of the Closing Date, in substantially the form of Exhibit F attached to this Agreement. 7.8 7.14 The Company shall have obtained all governmental, regulatory paid or third party consents made arrangements to pay to the Placement Agent the Placement Agent Fee and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have issued and delivered or made arrangements to such Purchaser such other documents relating issue and deliver to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestPlacement Agent the Placement Agent Warrant.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser of the Purchasers hereunder to purchase a Note and Warrant the Preferred Shares at the Closing closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s the Purchasers' sole benefit and may be waived by such a Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchaser. 7.2 (ii) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by the Secretary of State shall have been delivered to the Purchaser. (iii) The Company shall have delivered duly executed certificates representing the Common Shares and/or the Preferred Shares being so purchased to such the Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on the Principal Market OTC Bulletin Board and trading in the Common Stock (Bor on the OTC Bulletin Board generally) shall not have been suspended, suspended by the SEC or the OTC Bulletin Board (the Purchaser acknowledges that the Common Stock is authorized for quotation on the OTC Bulletin Board as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketdate hereof). 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser The Purchasers shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing DateClosing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserthe Purchasers. 7.7 The Company (vi) No injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (vii) The Purchasers shall have received the officer's certificate described in Section 3(c) above, dated as such Purchaser or its counsel may reasonably requestof the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Common Stock Shares and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which the Company is a party. 7.2 (b) The Company shall have delivered or caused its transfer agent to deliver to such Purchaser (i) a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a stock certificate evidencing the incorporation or organization and good standing of the Company certifying that each Purchaser is the holder of record of the number of Common Stock set forth opposite such Purchaser’s name on Schedule A and each (ii) a Warrant to purchase the number of its operating Subsidiaries Warrant Shares set forth opposite such Purchaser’s name on Schedule A in such entity’s state of incorporation or organization issued accordance with Section 1(c) above. (c) The representations and warranties made by the Secretary of State of such state Company in Section 4 hereof qualified as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) to materiality shall be listed true and correct at all times prior to and on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by except to the Commission extent any such representation or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, warranty expressly speaks as of the Closing Datean earlier date, either (x) in writing by the Commission which case such representation or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of such earlier date, and, the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specific an earlier date) , in which case such representation or warranty shall be true and the correct in all material respects as of such earlier date. The Company shall have performed, satisfied and complied performed in all material respects with the covenants, agreements all obligations and conditions covenants herein required by the Transaction Documents to be performed, satisfied or complied with performed by the Company at it on or prior to the Closing Date. Such Purchaser . (d) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (e) The Company shall have received gross proceeds from the sale of the Shares and Warrants as contemplated hereby of at least Five Million Dollars ($5,000,000). (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (g) No event shall have occurred which would reasonably be expected to have a certificateMaterial Adverse Effect on the Company. (h) The Company’s counsel shall have delivered the opinion in the form attached as Exhibit D hereto. (i) Xxxxxx Xxxxxxxx, executed by the Chief Executive Officer of the Company, and Xxxxxxx Xxxxx, the Chief Financial Officer, shall have entered into a Lock-Up Agreement, in the form attached as Exhibit E hereto, whereby each agrees to not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by him during the 90-day period following the effective date of the Registration Statement. (j) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the foregoing effect fulfillment of the conditions specified in subsections (c), (d), (e), (f), (g) and as to such other matters as may be reasonably requested by such Purchaser(l) of this Section 7. 7.7 (k) The Company shall have delivered to such Purchaser a letter from Certificate, executed on behalf of the Company’s transfer agent certifying the number of shares of Common Stock outstanding Company by its Secretary, dated as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for certifying the sale resolutions adopted by the Board of Directors of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as such Purchaser to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (l) No stop order or its counsel may reasonably requestsuspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Notes to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 10.1. The Company shall have executed and delivered to such Purchaser (i) this Agreement, the Notes, the Security Agreement (ii) a Noteand if applicable, (iii) a Warrant, (iv) the Registration Rights Exchange Agreement), and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 10.2. The Company shall have delivered to such Purchaser a copy of duly executed Notes (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing Notes being so purchased by the Company’s transfer agentsuch Purchaser. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 10.3. The Common Stock (A) shall be listed authorized for quotation on the Principal Market Market/Exchange and trading in the Common Stock (Bor the Market/Exchange generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market/Exchange. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 10.4. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such On or prior to the Closing Date, each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company 10.5. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. 10.6. There shall have been no Material Adverse Effect and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. 10.7. On or prior to the Closing Date, each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the Security Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company. 10.8. The aggregate Purchase Price of the Notes being purchased hereunder by all Purchasers at the Closing shall be at least Six Million Two Hundred Fifty Thousand Dollars ($6,250,000), where the Notes purchased as the Closing shall be referred to as the “Initial Securities.” 10.9. The Company shall have prepared and will file contemporaneously with the Closing the appropriate Financing Statements on Form UCC-1 and Forms PTO-1594 and PTO-1595 with the United States Patent and Trademark Office for the purposes of perfecting the security liens against the Collateral (as defined in the Security Agreement). 10.10. No later than five (5) days after the Closing Date, the Company shall provide to the Purchasers evidence that the Company’s fire, casualty, product liability and other insurance policies and shall amend such policies to add the Collateral Agent and the Purchasers are beneficiaries to the extent that the proceeds of such policies are necessary to satisfy any and all obligations or the Company under this Agreement, the Notes and the Security Agreement.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Notes and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy of duly executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(b) above. (c) The Irrevocable Transfer Agent Instructions, which instructions in form and substance satisfactory to a majority-in-interest of the Purchasers, shall have been delivered to and acknowledged in writing by the Company’s transfer agent's Transfer Agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) in all material 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer 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 Purchaser. 7.7 The Company shall have delivered Purchaser including, but not limited to such Purchaser a letter from certificates with respect to the Company’s transfer agent certifying the number 's Certificate of shares Incorporation, By-laws and Board of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents Directors' resolutions relating to the transactions contemplated hereby. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement. (f) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. (g) The Purchaser shall have received the favorable opinion of the Company's counsel, dated as such Purchaser or its counsel may reasonably requestof the Closing Date, in the same form as Exhibit E attached hereto.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser the Purchasers hereunder to purchase a Note the Debentures and Warrant Warrants to be purchased by it at the First Closing and the Preferred Shares and Warrants to be purchased by it at the Second Closing, as applicable, is subject to the satisfaction, at or before the each Closing DateDate in respect of such closing, of each of the following conditions, provided that these conditions are for such Purchaser’s the Purchasers' sole benefit and may be waived by such Purchaser the Purchasers at any time in its their sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) With respect to the First Closing and the Second Closing: a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchasers. 7.2 b. The Company shall have delivered to the Purchasers duly executed Debentures, Preferred Shares and Warrants (in such Purchaser a copy of denominations as the Irrevocable Transfer Agent Instructions, which instructions Purchasers shall have been delivered to and acknowledged in writing request) being so purchased by the Company’s transfer agentPurchasers in accordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct 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 the Transaction Documents this Agreement (and all other agreements and documents delivered in connection herewith) to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. Such Purchaser The Purchasers shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the each Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserthe Purchasers. 7.7 e. 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Purchasers shall have received the opinions of the Company's counsel, dated as of each Closing Date, in form, scope and substance satisfactory to the Purchasers. g. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number of shares of Common Stock outstanding form attached hereto as of a date within five days of the Closing Date.EXHIBIT F. 7.8 h. The Company shall have obtained received all governmentalconsents, regulatory or third party consents and approvals, if anyauthorizations and orders necessary to enter into this Agreement, necessary for including, without limitation, the sale consent of all applicable Israeli agencies and authorities, and consummate the Notes and Warrantstransactions contemplated hereby. 7.9 i. The Company shall have delivered the Lock-Up Letter referred to such Purchaser such other documents relating in Section 4(n) hereof. j. The Company shall have filed with the SEC the Registration Statement registering (i) the Conversion Shares and (ii) the Warrant Shares (the "Registration Statement"). k. The Certificate of Designation shall have been approved and adopted and be in full force and effect and shall not have been amended. l. The Company or any subsidiary of the Company shall not have made an assignment for the benefit of creditors, or applied for or consented to the transactions contemplated appointment of a receiver or trustee for it or for all or substantially all of its property or business; or such a receiver or trustee shall not otherwise have been appointed. m. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under bankruptcy law or any law for relief of debtors shall not have been instituted by this Agreement as or against the company or any subsidiary of the Company. n. The Company shall have received a written waiver of any and all rights from any person who has rights to include for registration shares of capital stock on the Registration Statement. (ii) With respect to the Second Closing: a. The Registration Statement shall have been declared effective by the SEC within 75 days of the filing of such Purchaser or its counsel may reasonably requestRegistration Statement and no stop order shall have been issued in respect thereof.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Notes and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, the Security Agreement and the Stock Pledge Agreement (v) each other Transaction Documentwhich shall have also been executed by the co-chairmen of the Company), and delivered the same to the Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy of duly executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(b) above. (c) The Irrevocable Transfer Agent Instructions, which instructions in form and substance satisfactory to a majority-in-interest of the Purchasers, shall have been delivered to and acknowledged in writing by the Company’s transfer agentTransfer Agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) in all material 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer 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 Purchaser. 7.7 The Purchaser including, but not limited to certificates with respect to the incumbency of the officers of the Company shall have delivered to executing the Transaction Documents on behalf of the Company and Company’s good standing in the State of Delaware and such Purchaser a letter from other states where it is foreign qualified and the Company’s transfer agent certifying the number Certificate of shares Incorporation, By-laws and Board of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents Directors’ resolutions relating to the transactions contemplated hereby. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement. (f) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. (g) The Purchaser shall have received the favorable opinion of the Company’s counsel, dated as such Purchaser or its counsel may reasonably requestof the Closing Date, in the same form as Exhibit G attached hereto. (h) The Company’s controlling shareholders, officers and directors shall have executed a Lock-Up Agreement, in the same form as Exhibit H attached hereto.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to the Purchaser. c. The Company shall have delivered to such Purchaser a copy of duly executed Warrants and certificates (in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent InstructionsCommon Shares and/or the Preferred Shares, which instructions shall have been delivered to and acknowledged as applicable, being purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 d. The Common Stock (A) shall be authorized for quotation and listed on the Principal Market SmallCap and trading in the Common Stock (Bor the SmallCap generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market SmallCap, nor shall any such suspension by the Commission be pending or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 e. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 f. No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. g. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D attached hereto. h. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. i. There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. j. The aggregate number of Preferred Units being purchased hereunder by all Purchasers at the Closing shall be 3,250 and the aggregate number of Common Units being purchased hereunder by all Purchasers at the Closing shall be 1,750. k. Each of the officers and directors of the Company identified on Exhibit G-1 attached hereto shall have executed and delivered to the Purchasers an agreement, in the form attached hereto as Exhibit G-2, pursuant to which such officers and directors agree to vote all shares of Common Stock outstanding as of a date within five days capital stock of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale which they own and/or control in favor of the Notes and Warrantsproposals set forth in Section 4(m) hereof. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NNM and trading in the Common Stock (Bor the NNM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNNM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (h) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the Registration Rights Agreement and the Warrant, certified as such by the Secretary or Assistant Secretary of the Company. (i) On or prior to the Closing Date, the Company shall have delivered entered into the following agreements with Pfizer Inc. (or one of its affiliates): (i) Master Services Agreement, (ii) Non-Exclusive License Agreement and (iii) Stock Purchase Agreement, and shall have consummated the transactions contemplated by the Stock Purchase Agreement. (j) On or prior to such Purchaser a letter from the Closing Date, the Company shall have entered into the Exchange Agreement with all of the holders of the Company’s transfer agent certifying 's outstanding Series B Convertible Preferred Stock and certain of the Company's outstanding Series A Convertible Preferred Stock (the "EXCHANGE AGREEMENT") and shall have consummated the transactions contemplated thereby. (k) On or prior to the Closing Date, the Company shall have obtained the consent of the holders of the Company's outstanding Series A Convertible Preferred Stock (other than those which are a party to the Exchange Agreement) to all of the transactions contemplated hereby (including, without limitation, a waiver of any participation, preemptive or similar rights in respect of the issuance of the Securities pursuant hereto and pursuant to the Exchange Agreement). (l) On or prior to the Closing Date, the Company shall have obtained waivers, in respect of a sufficient number of shares of Common Stock outstanding as of a date within five days Stock, from certain of the Closing DateCompany's officers that hold options to purchase shares of Common Stock, pursuant to which waivers such officers shall irrevocably waive of all their respective rights to purchase shares of Common Stock pursuant to such options unless and until the Authorized Stock Approval is obtained, such that, after giving effect to such waivers, the Company will have a sufficient number of shares of its Common Stock authorized, unissued and unreserved (other than for conversion of the Preferred Shares) in order to provide for the full conversion of all Preferred Shares and the full exercise of all Warrants issued hereunder. 7.8 (m) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary timely filed (within applicable extension periods) with the SEC its Quarterly Report on Form 10-Q for the sale of the Notes and Warrantsquarter ended September 30, 2002. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and 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 such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, (v) the Security Agreement and any other Security Documents required for Closing to which it is a party, and (vvi) each other Transaction DocumentDocument to which it is a party. 7.2 (b) The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 (c) The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (Ad) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws Governing Documents of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 (e) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) 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 Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 (f) The Company shall have delivered an opinion of counsel as required by Section 4.12. (g) The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. 7.8 (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes Notes, Warrants, Conversion Shares and WarrantsWarrant Shares. 7.9 (i) Concurrently with the Closing, the Acquisition shall be consummated. (j) The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Common Stock Shares and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to such Purchaser. (b) The Company shall have delivered or caused its transfer agent to deliver to such Purchaser (i) this Agreement, a stock certificate of the Company certifying that each Purchaser is the holder of record of the number of Common Stock set forth opposite such Purchaser’s name on Schedule A and (ii) a Note, (iiiWarrant to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule A in accordance with Section 1(c) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentabove. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10c) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) in all material 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer 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 Purchaser. 7.7 The Company shall have delivered Purchaser including, but not limited to such Purchaser a letter from certificates with respect to the Company’s transfer agent certifying the number Certificate of shares Incorporation, By-laws and Board of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents Directors’ resolutions relating to the transactions contemplated hereby. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement. (e) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. (f) Rxxxxx Xxxx, the Chief Executive Officer of the Company, shall have entered into a lock-up agreement whereby he agrees to not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as such Purchaser a sale, any Common Stock (or its counsel may reasonably requestother securities) of the Company held by him during the 180-day period following the effective date of the Registration Statement.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each the Purchaser hereunder to purchase a Note and Warrant at the Closing Securities is subject to the satisfaction, at or before the applicable Closing Date, Date of each of the following conditions, provided that these conditions are for such the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in his/her/its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered to such Purchaser (i) this Agreement, complied with Section 2(d); (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) Date, and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, 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 the Purchaser. 7.7 The Company shall have delivered , including, but not limited to, certificates with respect to such Purchaser a letter from the Company’s transfer agent certifying the number charter, bylaws and Board of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents Directors’ resolutions relating to the transactions contemplated hereby; (iii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement; (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect; (v) The Company shall have caused its legal counsel, Xxxxxxx PLLC, to deliver a legal opinion addressed to the Purchasers and to the Placement Agent with respect to the corporate and securities matters set forth on Exhibit E attached hereto, and its intellectual property counsel, Xxxx Xxxxxx & Xxxxx LLC, to deliver legal opinions addressed to the Purchasers and to the Placement Agent with respect to the intellectual property matters set forth on Exhibit F attached hereto; and (vi) The Company shall have provided such other documents as such Purchaser or its counsel the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note such Purchaser's Notes and Warrant at the Closing Warrants hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Notes and Initial Warrants (in such denominations as such Purchaser shall have been delivered to and acknowledged request) in writing by the Company’s transfer agentaccordance with Section 1(a) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 c. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Each Purchaser shall have received a certificate, executed by the Chief Executive Officer or Executive Vice 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 any Purchaser. 7.7 The Company d. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, or challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. e. Each 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. f. No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of operations of the Company shall have occurred since the date hereof. g. The Purchasers shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Notes, the Warrants and the Registration Rights Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such Purchaser by the Secretary or its counsel may Assistant Secretary of the Company. h. On the Closing Date, the Common Stock shall be listed on NASDAQ, including 2,000,000 shares of Common Stock reserved for issuance as Conversion Shares and Warrant Shares, subject to issuance, an application for such listing shall have been filed with the NASDAQ and trading in the Common Stock shall not have been suspended by NASDAQ or the SEC and no de-listing or suspension shall be reasonably requestlikely in the judgment of the Purchasers for the foreseeable future. i. No event exists which constitutes an Event of Default (as defined in the Notes) or which would constitute an Event of Default with notice or the passage of time or both which have not been cured or waived to the satisfaction of the Purchasers.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereof: 7.1 discretion: . The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 delivered the same to such Purchaser or the Placement Agent, acting on behalf of such Purchaser. . The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to duly executed Prepaid Warrants and acknowledged Incentive Warrants (each in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such denominations as such Purchaser a certificate evidencing shall request at the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in Closing) being so purchased by such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of Purchaser at the Closing Date. 7.4 in accordance with Section 1(b) above. . The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, suspended from trading by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 NASD. . The representations and warranties of the Company shall be true and correct as of the date when made and as of the date 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 . . No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, or challenges or seeks to prohibit or prohibits the consummation of any of the transactions contemplated by this Agreement. . Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the Closing, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit E attached hereto. . The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions substantially in the form attached hereto as Exhibit F. . There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company, taken as a whole, since the date hereof. . The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Purchaser. . The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company in the Commonwealth of shares Virginia issued by the Secretary of Common Stock outstanding State of the Commonwealth of Virginia as of a date within five ten (10) days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 Closing. . The Company shall have delivered to such Purchaser such other documents relating a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Commonwealth of Virginia within ten days of the Closing. . The Company shall have delivered to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesta secretary's certificate, dated as of the Closing, as to (i) the resolutions described in Section 7(i), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Common Stock Shares and Warrant Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which the Company is a party. 7.2 (b) The Company shall have delivered an irrevocable notice to its transfer agent to deliver to such Purchaser (i) a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a stock certificate evidencing the incorporation or organization and good standing of the Company certifying that each Purchaser is the holder of record of the number of Common Stock set forth opposite such Purchaser’s name on Schedule A and each (ii) a Warrant to purchase the number of its operating Subsidiaries Warrant Shares set forth opposite such Purchaser’s name on Schedule A in such entity’s state of incorporation or organization issued accordance with Section 1(c) above. (c) The representations and warranties made by the Secretary of State of such state Company in Section 3 hereof qualified as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) to materiality shall be listed true and correct at all times prior to and on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by except to the Commission extent any such representation or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, warranty expressly speaks as of the Closing Datean earlier date, either (x) in writing by the Commission which case such representation or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of such earlier date, and, the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specific an earlier date) , in which case such representation or warranty shall be true and the correct in all material respects as of such earlier date. The Company shall have performed, satisfied and complied performed in all material respects with the covenants, agreements all obligations and conditions covenants herein required by the Transaction Documents to be performed, satisfied or complied with performed by the Company at it on or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 (d) The Company shall have obtained any and all governmentalconsents, regulatory or third party consents and permits, approvals, if any, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Notes Securities and Warrantsthe consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. 7.9 (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. (g) The Company Company’s counsel shall have delivered the opinion in the form attached as Exhibit D hereto. (h) The Company's officers and directors shall have entered into a Lock-Up Agreement, in the form attached as Exhibit E hereto, whereby each agrees to such Purchaser such not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other documents relating to securities) of the transactions contemplated Company held by this Agreement as such Purchaser or its counsel may reasonably requesthim during the 180-day period following the effective date of the Registration Statement.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder the Closing Purchasers to purchase a Note and Warrant the Debentures at the such Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s the Closing Purchasers’ sole benefit and may be waived by such Purchaser the Closing Purchasers at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 (a) The Company shall have executed and delivered to such Purchaser the Closing Purchasers (i) this Agreement, each of the Transaction Documents and (ii) the Debentures (for the account of such Closing Purchaser as such Closing Purchaser shall instruct) being purchased by such Closing Purchaser at the Closing pursuant to this Agreement. (b) The Trustee shall have executed and delivered the Indenture, and the Closing Purchasers shall have received an original copy thereof, duly executed and delivered by the Trustee and the Company. (c) The Closing Purchasers shall have received (A) the opinion of Bartlit Xxxx Xxxxxx Xxxxxxxxx & Xxxxx LLP, the Company’s outside U.S. counsel, dated as of the Closing Date, in a Noteform reasonable acceptable to the Purchasers and the Company, (iii) a Warrant, (ivB) the Registration Rights Agreementopinion of Xxxxx X. Xxxxx, Vice President and General Counsel of the Company, dated as of the Closing Date, in a form reasonable acceptable to the Purchasers and the Company and (vC) each other Transaction Documentthe opinion of Xxxxx, Xxxxxx-Xxxxxx & Xxxxxxxxx, Norwegian counsel to the Company, dated as of the Closing Date, in a form reasonable acceptable to the Purchasers and the Company. 7.2 (d) The Company shall have delivered to such Purchaser a copy the Closing Purchasers lock-up agreements with each of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentexecutive officers and directors in substantially the form attached hereto as Exhibit C, duly executed and delivered by such executive officers and directors. 7.3 (e) The Company shall have delivered to such Purchaser the Closing Purchasers a certificate evidencing the incorporation or organization formation and good standing of the Company and each of its operating Significant Subsidiaries in such entity’s state jurisdiction of incorporation or organization formation issued by the Secretary of State (or comparable office) of such state jurisdiction, as of a date within ten (10) days of the Closing Date. 7.4 (f) The Common Stock Company shall have delivered to the Closing Purchasers a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (Aor comparable office) of each jurisdiction in which the Company is currently qualified to conduct business, as of a date within ten (10) days of the Closing Date. (g) The Company shall be listed on have delivered to the Principal Market Closing Purchasers a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (h) The Company shall have delivered to the Closing Purchasers a certificate, executed by the Secretary of the Company and (B) shall not have been suspended, dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as Company’s Board of Directors in a form reasonably acceptable to the Closing DatePurchasers, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iii) the Certificate of Incorporation and By-Laws of (iii) the CompanyBylaws, and each as in effect at the Closing, in the form attached hereto as Exhibit D. (iii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Closing Purchasers shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser.the Closing Purchasers in the form attached hereto as Exhibit E. 7.7 (j) The Company shall have delivered to such Purchaser the Closing Purchasers a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 (k) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any of the following: (i) trading in securities generally on the Principal Market shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or New York state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Closing Purchasers, impracticable or inadvisable to proceed with the offering or delivery of the Securities being delivered on the Closing Date on the terms and in the manner contemplated in the Transaction Documents. (l) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and WarrantsSecurities. 7.9 (m) The Debentures shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase. (n) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, 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 does not indicate an improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Rule 436(g)(2) under the Securities Act. (o) The Company, directly or indirectly, shall have acquired (at a price per share not to have exceeded NOK 32) or have the contractual right to acquire (at a price per share not to exceed NOK 32) at least 50.1% of all of the issued and outstanding shares of DeepOcean’s share capital on a fully diluted basis, assuming the exercise or conversion of all securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings that are convertible into or exchangeable for shares of DeepOcean and the Private Placement Shares shall have been approved by DeepOcean’s Board of Directors, issued by DeepOcean and successfully registered in the Norwegian Register of Business Enterprises and the Closing Purchasers shall have received evidence reasonably satisfactory to such Closing Purchasers that the conditions set forth in this Section 6(o) shall have been satisfied in full. (p) The Company shall have delivered to such Purchaser the Closing Purchasers such other documents relating to the transactions contemplated by this Agreement as such Purchaser the Closing Purchasers or its their counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant Units at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which the Company is a party. 7.2 (b) The Company shall have delivered or caused its transfer agent to deliver to such Purchaser (i) a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a stock certificate evidencing the incorporation or organization and good standing of the Company certifying that such Purchaser is the holder of record of the number of Shares set forth opposite such Purchaser's name on Schedule A and each (ii) a Warrant to purchase the number of its operating Subsidiaries Warrant Shares set forth opposite such Purchaser's name on Schedule A in such entity’s state of incorporation or organization issued accordance with Section 1(c) above. (c) The representations and warranties made by the Secretary of State of such state Company in Section 4 hereof qualified as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) to materiality shall be listed true and correct at all times prior to and on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by except to the Commission extent any such representation or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, warranty expressly speaks as of the Closing Datean earlier date, either (x) in writing by the Commission which case such representation or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of such earlier date, and, the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of a specific an earlier date) , in which case such representation or warranty shall be true and the correct in all material respects as of such earlier date. The Company shall have performed, satisfied and complied performed in all material respects with the covenants, agreements all obligations and conditions covenants herein required by the Transaction Documents to be performed, satisfied or complied with performed by the Company at it on or prior to the Closing Date. Such Purchaser . (d) The Company shall have received a certificateobtained any and all consents, executed permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) Xxxxx Xxxxx, the Chief Executive Officer of the CompanyCompany shall have entered into a Lock-Up Agreement, in the form attached as Exhibit C hereto. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the foregoing effect fulfillment of the conditions specified in subsections (c) and as to such other matters as may be reasonably requested by such Purchaser(i) of this Section 7. 7.7 (h) The Company shall have delivered to such Purchaser a letter from Certificate, executed on behalf of the Company’s transfer agent certifying the number of shares of Common Stock outstanding Company by its Secretary, dated as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for certifying the sale resolutions adopted by the Board of Directors of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as such Purchaser to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (i) No stop order or its counsel may reasonably requestsuspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (j) The Company shall have received gross proceeds from the sale of the Units as contemplated hereby of at least Three Million Dollars ($3,000,000).

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and 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 such Purchaser’s sole benefit and may be waived by such the Lead Purchaser at any time in its sole discretion by providing the Company and each other Purchaser with prior written notice thereof: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentDocument to which it is a party. 7.2 (b) The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 (c) The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (Ad) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws Governing Documents of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 (e) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and each of the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company it at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 (f) The Company shall have delivered opinion(s) of counsel as required by Section 4.12. (g) The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Closing Date. 7.8 (h) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes Notes, Warrants, Conversion Shares and WarrantsWarrant Shares. 7.9 (i) The Company shall have delivered to such Purchaser, copies of the Lock-Up Agreements as required by Section 4.20. (j) The Company shall have delivered to the Lead Purchaser such anti-dilution waivers and lock-up agreements for Shelter Island and Cornell Capital as are acceptable to the Lead Purchaser. (k) The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Notes hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions duly executed Note(s) being purchased by such Purchaser (in such denominations as such Purchaser shall have been delivered to and acknowledged request) in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be listed authorized for quotation on the Principal Market NASDAQ and trading in the Common Stock (Bor the NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 e. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. f. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. g. The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number form attached hereto as Exhibit D. h. No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of shares of Common Stock outstanding as of a date within five days operations of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for occurred since the sale of the Notes and Warrantsdate hereof. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by such Purchaser from the Company at the Closing Closing, as set forth on Exhibit A-1, is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditionsconditions (other than the condition set forth in Section 7(h), which is for the sole benefit of the Lead Purchasers), provided that these conditions (other than the condition set forth in Section 7(h), which is for the sole benefit of the Lead Purchasers) are for such each Purchaser’s sole benefit and may be waived only by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 The Company shall have executed and delivered to such Purchaser (ia) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company set forth herein shall be true and correct as of the date when made in all material respects (except for representations and warranties which are by their terms qualified by materiality, which shall be true, correct and complete in all respects) as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct in all material respects (or all respects, as the case may be, as of such date)), and all obligations, covenants and agreements of the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions or any Group Company required by the Transaction Documents to be performed, satisfied or complied with by the Company performed at or prior to the Closing DateDate shall have been performed. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer and Executive Director of the Company, dated as of the Closing Date, to in the foregoing effect form of Exhibit I hereto; (b) Such Purchaser shall have received the opinion of Xxxxx Xxxxx International LLP covering the matters set forth on Exhibit D-1 attached hereto, and as to such other the opinion of Xxxxx Xxxxx LLP, covering the matters as may be reasonably requested by such Purchaser.set forth on Exhibit D-2 attached hereto; 7.7 (c) The Board of Directors of the Company shall have adopted, and not rescinded or otherwise amended or modified, resolutions consistent with Section 4(c) (the “Board Resolutions”); (d) The Company shall have delivered to such Purchaser a letter from the Companydirector’s transfer agent certifying the number of shares of Common Stock outstanding certificate, dated as of a date within five days of the Closing Date., certifying as to (A) the Board Resolutions, (B) the Articles of Association and (C) the signatures and authority of persons signing this Agreement, the Registration Rights Agreement and related documents on behalf of the Company; 7.8 (e) The Company shall have obtained all governmental, regulatory or third party consents duly executed and approvals, if any, necessary for delivered the sale of the Notes and Warrants.Registration Rights Agreement; 7.9 (f) The Company Lock-Up Agreements shall have been duly executed and delivered to such Purchaser such other documents relating the Company; (g) The Required Consents shall have been duly executed and delivered to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestCompany; and (h) The Side Letter shall have been duly executed and delivered to the Lead Purchase.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NNM and trading in the Common Stock (Bor the NNM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNNM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. (g) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (h) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the Registration Rights Agreement and the Warrant, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing closings is subject to the satisfaction, at or before the Closing Dateapplicable closing date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. With respect to the First Closing: (i) The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (ii) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (iii) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser at the First Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the date of the First 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the First Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the First Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. (vi) 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vii) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the First Closing, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (viii) The aggregate number of Units being purchased hereunder by all Purchasers at the First Closing hereunder shall be at least 3,000. b. With respect to the Second Closing, the Third Closing and any closing under Section 1(a)(iv): (i) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to such Purchaser. (ii) The Company shall have delivered to such Purchaser duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Preferred Shares and Warrants being so purchased by such Purchaser at such closing in accordance with Section 1(b) above. (iii) The Common Stock shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. (iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the date of such closing 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 date of such closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of such closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (vi) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of such closing, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D attached hereto. (vii) No material adverse change or development in the business, operations, properties, or financial condition, or results of operations of the Company shall have occurred since the First Closing except for such changes or developments set forth on Schedule 7(b)(vii). c. With respect to the Second Closing, each of the following conditions must also be satisfied: (i) The Company's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1997 shall have been timely filed with the SEC at least two (2) business days prior to the date of the Second Closing. (ii) The first Registration Statement required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement shall have been declared effective by the SEC and shall be effective and available for use by such Purchaser as of the date of the Second Closing. (iii) The Additional Second Closing Conditions set forth on Exhibit F shall have been satisfied. (iv) The date of the Second Closing shall not be later than November 30, 1997. (v) The stockholder approvals contemplated by Section 4(n) shall have been obtained. d. With respect to the Third Closing, each of the following conditions must also be satisfied: (i) The Additional Third Closing Conditions set forth on Exhibit F shall have been satisfied. (ii) The Second Closing shall have occurred. (iii) All Registration Statements required to be filed by the Company pursuant to Section 2(a) of the Registration Rights Agreement prior to the Third Closing shall have been declared effective by the SEC and shall be effective and available for use by such Purchaser as of the date of the Third Closing. (iv) The Company has announced to the general public its counsel may reasonably requestearnings for the 1997 fiscal year. (v) The date of the Third Closing shall not be later than March 15, 1997. (vi) The stockholder approvals contemplated by Section 4(n) shall have been obtained.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser (which shall be several but not joint) hereunder to purchase a Note the Units to be purchased by it at each of the First Closing and Warrant at the Second Closing is subject to the satisfaction, at or before each of the Closing DateDate for the First Closing and the Second Closing, respectively, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) As to the First Closing: (i) The Company shall have executed this Agreement and the other Transaction Documents and delivered executed copies of the same to such Purchaser via facsimile, to be followed with originals sent via overnight courier. (ii) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser (i) this Agreement, (ii) a Note, Purchaser. (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrants (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Stock and acknowledged Warrants being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing (iv) Trading in the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketAMEX. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) , which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be requested by such Purchaser prior to the Closing. (vi) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vii) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (viii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that might have a Material Adverse Effect. (ix) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the other Transaction Documents, certified as such by the Secretary or Assistant Secretary of the Company and such other documents reasonably requested by such Purchaser. 7.7 (b) As to the Second Closing: (i) The Company shall have executed this Agreement and the other Transaction Documents and delivered executed copies of the same to such Purchaser via facsimile, to be followed with originals sent via overnight courier. (ii) The Company shall have delivered to such Purchaser a letter from duly executed certificates and Warrants (each in such denominations as such Purchaser shall request) representing the Company’s transfer agent certifying Preferred Stock and Warrants being so purchased by such Purchaser at the number of shares of Closing in accordance with Section 1(b) above. (iii) Trading in the Common Stock outstanding shall not have been suspended by the SEC or AMEX. (iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a date within five days specific date, which representations and warranties shall be true and correct as of such date), and the Closing Date. 7.8 The Company shall have obtained performed, satisfied and complied in all governmentalmaterial respects with the covenants, regulatory agreements and conditions required by this Agreement to be performed, satisfied or third party consents and approvals, if any, necessary for complied with by the sale of Company at or prior to the Notes and Warrants. 7.9 Second Closing Date. The Company shall have delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Second Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by such Purchaser such other documents relating prior to the Second Closing. (v) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement Agreement. (vi) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (vii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that might have a Material Adverse Effect. (viii) The resolutions, duly adopted by the Board of Directors of the Company, and delivered at the First Closing, shall be in full force and effect at the time of the Second Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the other Transaction Documents, and such Purchaser or its counsel may other documents reasonably requestrequested by such Purchaser. (ix) The Stockholder Approvals shall have been obtained.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Notes and Warrant at the Closing Warrants from the Company and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 The Company shall have executed and delivered to such Purchaser (ib) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructionsduly executed Notes and Warrants (each in such denominations as such Purchaser shall request), which instructions shall have been delivered to and acknowledged registered in writing by the Company’s transfer agentsuch Purchaser's name. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10c) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such . (d) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (e) Each Purchaser shall have received a certificate, executed by the Chief Executive Officer an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect Purchaser and as to such other matters as may be reasonably requested by such Purchaserin substantially the form of Exhibit H attached hereto. 7.7 The Company (f) There shall have delivered been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to such Purchaser a letter from the attention of the Purchasers that is materially adverse to the Company’s transfer agent certifying . (g) Each Purchaser shall have received a copy of resolutions, duly adopted by the number Board of shares of Common Stock outstanding as of a date within five days Directors of the Closing Date. 7.8 The Company Company, which shall have obtained all governmental, regulatory or third party consents be in full force and approvals, if any, necessary for effect at the sale time of the Notes and Warrants. 7.9 The applicable Closing, authorizing the consummation by the Company shall have delivered to such Purchaser such other documents relating to of the transactions contemplated hereby and by this Agreement the other Transaction Documents, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Closing Units to be purchased by it hereunder is subject to the satisfaction, at or before the relevant Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. With respect to the First Closing: (i) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) delivered executed copies of each other Transaction Documentto such Purchaser. 7.2 (ii) The Company shall have delivered to such Purchaser a copy of such Purchaser's duly executed Debentures, Warrants and CBS Warrants, and certificates representing the Irrevocable Transfer Agent Instructions, which instructions Common Stock being purchased by such Purchaser (in such denominations as such Purchaser shall have been delivered to and acknowledged request in writing by the Company’s transfer agentprior to Closing) in accordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iii) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iiv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 First Closing Date as though made at that time (except for representations and warranties that speak relate to a specific date, which representations and warranties shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserany Purchaser in writing prior to Closing. 7.7 (v) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vi) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the First Closing Date, in form, scope and substance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit E attached hereto. (vii) The Company shall have delivered evidence reasonably satisfactory to such each Purchaser a letter from that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number form attached hereto as Exhibit F. (viii) There shall have been no changes and no developments in the business, properties, operations, financial condition, results of shares of Common Stock outstanding as of a date within five days operations or publicly announced prospects of the Closing Date. 7.8 The Company and its subsidiaries, taken as a whole, which have had or will have a Material Adverse Effect, since the date hereof, and no information, of which the Purchasers are not currently aware, shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for come to the sale attention of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating Purchasers that is materially adverse to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestCompany.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Notes to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 10.1. The Company and the Collateral Agent shall have executed the Transaction Documents, and delivered executed original copies of the same to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchaser. 7.2 10.2. The Company shall have delivered to such Purchaser a copy of duly executed Notes (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions Notes being so purchased by such Purchaser. 10.3. Each February Note Holder shall have been executed such February Note Holder’s execution page to the Intercreditor Agreement and delivered the same to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 10.4. The Common Stock (A) shall be listed authorized for quotation on the Principal Market Market/Exchange and trading in the Common Stock (Bor the Market/Exchange generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market/Exchange. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 10.5. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such On or prior to the Closing Date, each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 The Company 10.6. No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. 10.7. There shall have been no Material Adverse Effect and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. 10.8. On or prior to the Closing Date, each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Notes and the Security Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company. 10.9. No later than five (5) days after the Closing Date, the Company shall provide to the Purchasers evidence that the Company’s fire, casualty, product liability and other insurance policies and shall amend such policies to add the Collateral Agent as an additional insured to the extent that the proceeds of such policies are necessary to satisfy any and all obligations of the Company under the Transaction Documents.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each the Purchaser hereunder to purchase a Note and Warrant at the Closing Securities is subject to the satisfaction, at or before the applicable Closing Date, Date of each of the following conditions, provided that these conditions are for such the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in his/her/its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered to such Purchaser (i) this Agreement, complied with Section 2(c); (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) Date, and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. Such The Purchaser shall have received a certificatecertificate or certificates, 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 Purchaser. 7.7 The Company shall have delivered the Purchaser including, but not limited to, certificates with respect to such Purchaser a letter from the Company’s transfer agent certifying the number charter, by-laws and Board of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents Directors’ resolutions relating to the transactions contemplated hereby; (iii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement Agreement; (iv) The Company shall have caused its legal counsel, Xxxxxx Xxxxxxx & Xxxxx LLP, to deliver a legal opinion addressed to the Purchasers and to the Placement Agent at the Initial Closing with respect to the corporate and securities matters set forth on Exhibit F attached hereto, and its patent law counsel, Fish & Xxxxxxxxxx P.C. and its trademark and copyright counsel, Xxxxxxxxxxx O'Xxxxxx Xxxxxxx Kindness PLLC, to deliver legal opinions addressed to the Purchasers and to the Placement Agent at the Initial Closing with respect to the intellectual property matters set forth on Exhibit G attached hereto; and (v) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect; and (vi) The Company shall have provided such other documents as such Purchaser or its counsel the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. A. Conditions to the First Closing. The obligation of each Purchaser hereunder to purchase a Note the Convertible Securities and Warrant at Warrants to be purchased by it on the date of the First Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser (with respect to it) at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction Documentdelivered the same to Purchaser. 7.2 b. The Company shall have delivered to duly executed certificates for the Preferred Stock and Warrants (in such denominations as Purchaser a copy of shall request) being so purchased by Purchaser at the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentClosing. 7.3 c. The Company shall have delivered to such Purchaser copies of resolutions of the Company's board of directors, a certificate evidencing the incorporation or organization and good standing of the Company's secretary, and any other documents or certificates evidencing corporate proceedings as required by Purchaser, all in form reasonably satisfactory to Purchaser. d. The Company and each shall have reserved for issuance at least ten million (10,000,000) shares of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days Common Stock issuable upon conversion of the Closing DatePreferred Stock and at least one million forty thousand (1,040,000) shares of Common Stock issuable upon exercise of the Warrants. 7.4 e. The Common Stock (A) shall be listed on the Principal Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the American Stock Exchange and (B) trading in the Common Stock shall not have been suspended, as of the Closing Date, suspended by the Commission Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the Principal Market from trading on American Stock Exchange, the Principal Market nor SEC or other regulatory authority and the Company shall suspension by not be aware of any facts or circumstances which would reasonably cause the Commission or Company to believe that the Principal Market have been threatened, as of Common Stock will be de-listed in the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketforeseeable future. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 f. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, covenants and agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateFirst Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. Notwithstanding the foregoing, if there shall occur any facts or circumstances subsequent to the date of this Agreement but prior to the First Closing which cause any of the representations and warranties of the Company hereunder to be untrue, the Company shall deliver to Purchaser a written notice for each Purchaser's execution, setting forth such facts and circumstances (the "Disclosure Notice"), and Purchaser may, at Purchaser's option either (i) decline to proceed with the First Closing, in which case this Agreement (other than Section 4.6 hereof) shall be deemed null and void and of no further force or effect, and the Company and each Purchaser shall be released from all obligations and liabilities under this Agreement (other than the Company's obligations under Section 4.6 hereof), or (ii) execute and deliver to the Company the Disclosure Notice and proceed with the First Closing and the consummation of the transactions contemplated by this Agreement, in which case the representations and warranties of the Company made as of the execution and delivery of this Agreement and as of the First Closing shall be deemed to be amended to incorporate the facts and circumstances set forth in the Disclosure Notice. g. 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. h. Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the First Closing. i. Purchaser shall have received on the date of the First Closing opinions of the Company's outside legal counsel (including, without limitation, an enforceability opinion under New York law and an opinion of the Company's Nevada legal counsel opining as to Nevada law), dated as of the First Closing from firms and in form and substance reasonably acceptable to Purchasers (the exact form of which shall have been delivered to Purchaser not later than two (2) days prior to the First Closing), and, without limitation, containing a so-called 10b-5 opinion, in the form attached hereto as Exhibit D. j. The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. k. The Company shall have entered into an agreement with Haim Aviv, Ph.D. restricting dispositions of Common Stock beneficially owned by such person and in the form attached hereto as Exhibit F and shall have obtained a proxy therefrom in the form attached hereto as Exhibit G. l. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Nevada and a copy thereof certified by the Secretary of State of Nevada shall have been delivered to Purchaser. 7.7 B. Conditions to the Second Closing. The obligation of each Purchaser hereunder to purchase the Convertible Securities and Warrants to be purchased by it on the date of the Second Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser (with respect to it) at any time in such Purchaser's sole discretion: a. The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement and delivered the same to Purchaser. b. The Company shall have delivered to duly executed certificates for the Preferred Stock and Warrants (in such denominations as Purchaser a letter from shall request) being so purchased by Purchaser at the Closing. c. The Company shall have delivered copies of resolutions of the Company’s transfer agent certifying 's board of directors, a certificate of the Company's secretary, and any other documents or certificates evidencing corporate proceedings as required by Purchaser, all in form reasonably satisfactory to Purchaser. d. The Company shall have registered under the Registration Statement the greater of (A) two hundred percent (200%) of the number of shares of Common Stock outstanding as of a date within five days issuable upon conversion of the Closing DatePreferred Stock and the exercise of the Warrants, or (B) 11,040,000 shares of Common Stock. 7.8 e. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary reserved for issuance the sale greater of (A) two hundred percent (200%) of the Notes number of shares of Common Stock issuable upon conversion of the Preferred Stock and the exercise of the Warrants, or (B) 11,040,000 shares of Common Stock. 7.9 f. The Common Stock shall be listed on the Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the American Stock Exchange and trading in the Common Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market System, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and the Company shall not be aware of any facts or circumstances which would reasonably cause the Company to believe that the Common Stock would be delisted in the foreseeable future. g. The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing as though made at that time and the Company shall have delivered performed, satisfied and complied with the covenants and agreements required by this Agreement to be performed or complied with by the Company at or prior to the Second Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Second Closing to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. Notwithstanding the foregoing, if there shall occur any facts or circumstances subsequent to the date of this Agreement but prior to the Second Closing which cause any of the representations and warranties of the Company hereunder to be untrue, the Company shall deliver to Purchaser a written notice for each Purchaser's execution, setting forth such facts and circumstances (the "Disclosure Notice"), and Purchaser may, at Purchaser's option either (i) decline to proceed with the Second Closing, in which case the Company and each Purchaser shall be released from all obligations and liabilities under this Agreement to consummate the Second Closing (other documents relating than the Company's obligations under Section 4.6 hereof), or (ii) execute and deliver to the Company the Disclosure Notice and proceed with the Second Closing and the consummation of the transactions contemplated by this Agreement, in which case the representations and warranties of the Company made as of the execution and delivery of this Agreement and as such of the Second Closing shall be deemed to be amended to incorporate the facts and circumstances set forth in the Disclosure Notice. h. 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 or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. i. Purchaser or its shall have received the officer's certificate described in Section 3.3, effective as of the Closing. j. Purchaser shall have received on the date of the Second Closing opinions of the Company's outside legal counsel may (including, without limitation, an enforceability opinion under New York law and an opinion of the Company's Nevada legal counsel opining as to Nevada law), dated as of the Second Closing, from firms and in form and substance reasonably requestacceptable to Purchasers (the exact form of which shall have been delivered to Purchaser not later than two (2) days prior to the Second Closing), including without limitation, a so-called 10b-5 opinion, in the form attached hereto as Exhibit D. k. The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. l. The agreements with Haim Aviv, Ph.D. Stock in the forms attached hereto as Exhibit F and Exhibit G shall continue to be effect. m. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Nevada and a copy thereof certified by the Secretary of State of Nevada shall have been delivered to Purchaser. n. The average of Closing Bid Prices for the Common Stock during the ten consecutive trading day period immediately preceding the date of the Second Closing shall not have been less than Two Dollars ($2.00) per share. o. A registration statement covering the Conversion Shares and the Warrant Shares shall have been filed and declared effective by the SEC and available for resales. p. The Company shall, if required by the terms of this Agreement and the Certificate of Designation, have received Shareholder Approval as set forth in Section 4.13 hereof. q. The Company shall have received FDA approval of the NDA submitted for the drug Lotemax.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed copies to such Purchaser. 7.2 (b) The Statement of Designation shall have been accepted for filing with the Secretary of State of the State of Texas and a copy thereof certified by the Secretary of State of the State of Texas shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NSCM and trading in the Common Stock (Bor the NSCM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNSCM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 relate to a different date, which shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as such Purchaser may be reasonably requested request. (f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (h) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. (i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (j) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Purchaser. 7.7 (k) The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company and each of shares its subsidiaries in such corporation's state of Common Stock outstanding incorporation issued by the Secretary of State of such state of incorporation as of a date within five ten days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (l) The Company shall have delivered to such Purchaser a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Texas within ten days of the Closing Date. (m) The Company shall have delivered to such other documents relating Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (n) The Company shall have delivered to the Purchasers executed voting agreements of the holders of not less than thirty nine percent (39%) of the shares of Common Stock entitled to vote at a meeting of the shareholders of the Company agreeing to vote in favor of the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesthereby and in the Statement of Designation at any meeting of the shareholders of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the First Closing and Second Closing, as applicable, is subject to the satisfaction, at or before the First Closing Date and the Second Closing Date, as applicable, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) With respect to the First Closing: (i) The Company shall have executed this Agreement, the Warrants and the Registration Rights Agreements, and delivered executed original copies of the same to such Purchaser. (ii) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser (i) this Agreement, (ii) a Note, Purchaser. (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser at the First Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NNM and trading in the Common Stock (Bor the NNM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNNM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Officer of the CompanyCompany after reasonable investigation, dated as of the First Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such Purchaser. 7.7 (vi) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vii) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the First Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (viii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. (ix) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the Registration Rights Agreements and the Warrant, certified as such by the Secretary or Assistant Secretary of the Company. (x) The aggregate number of Units being purchased hereunder by all Purchasers at the First Closing shall be 665. (b) With respect to the Second Closing : (i) The First Closing shall have occurred. (ii) The Company shall have delivered to such Purchaser a letter from duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Company’s transfer agent certifying Preferred Shares and Warrants being so purchased by such Purchaser at the number of shares of Second Closing in accordance with Section 1(b) above. (iii) The Common Stock outstanding shall be authorized for quotation and listed on the NNM and trading in the Common Stock (or the NNM generally) shall not have been suspended by the SEC or the NNM. (iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a date within five days 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 Second Closing Date. The Company shall have delivered for the benefit of each Purchaser a certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Second Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by such Purchaser. (v) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vi) Each Purchaser shall have received an opinion of the Company's counsel, dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (vii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. (viii) The Registration Statement required to be filed by the Company pursuant to Section 2(a) of the First Registration Rights Agreement shall have been filed by the Filing Date (as defined in the First Registration Rights Agreement) and declared effective by the SEC no later than 120 days after the First Closing Date and shall be effective and available for use by the Purchasers (i.e., as to the securities registered pursuant thereto) as of the Second Closing Date. 7.8 (ix) The Company shall not be in material default of any of its obligations under this Agreement, the First Registration Rights Agreement or any other agreement with the Purchasers. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and WarrantsStockholder Approval. 7.9 (xi) The Company shall have executed the Registration Rights Agreements, and delivered executed original copies of the same to such Purchaser such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestPurchaser.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note the Warrants and Warrant Common Shares to be purchased by it 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 such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions Common Shares and the duly executed Warrants (each in such denominations as such Purchaser shall have been delivered to and acknowledged request) being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 c. The Common Stock (A) shall be authorized for quotation and listed on the Principal National Market and trading in the Common Stock (Bor the National Market generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal National Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 d. The representations and warranties of the Company shall be true and correct as of the date when made and as of the date 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the date of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 e. No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. f. Such Purchaser shall have received an opinion of the Company's counsel, dated as of the date of the Closing, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. g. The Company shall have delivered evidence reasonably satisfactory to such the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit D. h. There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. i. The aggregate number of Securities being purchased hereunder by all Purchasers at the Closing hereunder shall be (a) Warrants covering the aggregate of 3,090,907 Warrant Shares and (b) 1,085,888 Common Shares. j. Such Purchaser a letter shall have received from the Company’s transfer agent certifying , certified by the number of shares of Common Stock outstanding as of a date within five days Secretary of the Closing Date. 7.8 The Company shall have obtained all governmentalCompany, regulatory or third party consents a true and approvalscomplete copy of each of (i) the Company's articles of incorporation, if any, necessary for (ii) the sale Company's bylaws and (iii) resolutions of the Notes Company's Board of Directors approving the execution and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to delivery of this Agreement and the consummation of the transactions contemplated hereby. k. Such Purchaser shall have received from the Company a copy of the Company's articles of incorporation certified by this Agreement as such Purchaser or its counsel may reasonably requestthe Office of the Secretary of State of the State of Delaware and a Certificate of Good Standing from the State of Delaware and the State of Massachusetts.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed copies to such Purchaser. 7.2 (b) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrant agreements (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NSCM and trading in the Common Stock (Bor the NSCM generally) shall not have been suspended, as suspended by the SEC or the NSCM and a listing application for the inclusion of the Closing Date, by the Commission or the Principal Market from trading Conversion Shares and Warrant Shares on the Principal Market nor NSCM shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketfiled. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak relate to a different date, which shall be true and correct as of a specific such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as such Purchaser may reasonably request. (f) No litigation, statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (g) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (h) The Company shall have delivered evidence reasonably satisfactory to the Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as EXHIBIT E. (i) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (j) The aggregate number of Units being purchased hereunder by all Purchasers at the First Closing shall be 1,500 Units. (k) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably requested by acceptable to such Purchaser. 7.7 (l) The Company shall have delivered to such Purchaser a letter from certificate evidencing the Company’s transfer agent certifying incorporation and good standing of the number Company and each of shares its subsidiaries in such corporation's state of Common Stock outstanding incorporation issued by the Secretary of State of such state of incorporation as of a date within five ten days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (m) The Company shall have delivered to such Purchaser such other documents relating a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Closing Date. (n) The Company shall have delivered to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requesta secretary's certificate, dated as of the Closing Date, as to (i) the resolutions described in Section 7(k), (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (o) In the case of the Second Closing, the Purchasers shall have elected, in their sole discretion, to conduct such Second Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it 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 such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Notethe Buyitnow Warrants, (iii) a Warrant, (iv) the e4L Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (ii) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (iii) The Company shall have delivered to such Purchaser a copy of duly executed Xxxxxxxx Xxxxxxxx, x0X Warrants and certificates (in such denominations as such Purchaser shall reasonably request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged Preferred Shares being so purchased by such Purchaser in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market NYSE and trading in the Common Stock (Bor the NYSE generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNYSE. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 (vi) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of any of the transactions contemplated by this Agreement. (vii) The Company shall have delivered evidence reasonably satisfactory to such Purchaser a letter from the Purchasers that the Company’s 's transfer agent certifying has agreed to act in accordance with irrevocable instructions in the number form attached hereto as EXHIBIT D. (viii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of shares of Common Stock outstanding as of a date within five days operations of the Closing Date. 7.8 The Company and its Subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for come to the sale attention of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating Purchasers that is materially adverse to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestCompany.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Preferred Shares to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 (b) The Company shall have delivered to such Purchaser a copy Certificate of the Irrevocable Transfer Agent Instructions, which instructions Designations shall have been delivered to and acknowledged in writing by accepted for filing with the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing Secretary of State of the Company State of Delaware and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such state Purchaser. (c) The Company shall have delivered duly executed certificates (in such denominations as such Purchaser shall request) representing the Preferred Shares being so purchased to such Purchaser in accordance with Section 1(b) above. (d) The aggregate number of a date within ten Preferred Shares purchased by all Purchasers hereunder shall be 6,000 (10) days plus in the case of the Closing DateAdditional Closing, if any, up to, but not more than, 14,000). 7.4 (e) The Common Stock (A) shall be listed authorized for quotation on NASDAQ and trading in the Principal Market and Common Stock (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASD. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (if) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (h) Such Purchaser a letter from shall have received the Company’s transfer agent certifying the number of shares of Common Stock outstanding officer's certificate described in Section 3(c) above, dated as of a date within five days of the Closing Date. 7.8 (i) Such Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. (j) The Company shall have obtained all governmentalexecuted, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating evidence reasonably satisfactory to the transactions contemplated by this Agreement Purchasers that the Company's transfer agent has agreed to act in accordance with the irrevocable instructions in the form attached hereto as Exhibit D; PROVIDED, HOWEVER, if such Purchaser evidence is not delivered on or prior to the Closing Date, the Company shall use its counsel may reasonably requestbest efforts to deliver such evidence as soon as practicable thereafter.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note the Shares and Warrant at Warrants to be purchased by it on the date of the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed and delivered to such Purchaser (i) this Agreement, the Purchaser’s Signature Page; (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Document. 7.2 The Company shall have delivered to such the Purchaser a copy duly issued certificates for the Shares and Warrants being so purchased by the Purchaser against receipt of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.Purchase Price therefore; 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iii) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 with the same force and effect as though made at that time (except for such representations and warranties that speak had been made on and as of a specific date) the date of Closing, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser Closing; (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have received a certificatebeen enacted, executed entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Chief Executive Officer matters contemplated hereby which prohibits the consummation of any of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested transactions contemplated by such Purchaser.this Agreement; 7.7 (v) The Company shall have delivered an officer’s certificate, in the form of Exhibit D attached hereto, as to such Purchaser a letter from the accuracy of the Company’s transfer agent certifying representations and warranties pursuant to ARTICLE III; (vi) Any right of first offer has been complied with, waived or will be complied with after Closing in accordance with its terms; (vii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the number of shares of Common Stock outstanding as of a date within five days consummation of the Closing Date.transactions contemplated hereby and by the other Transaction Documents; 7.8 (viii) The Company shall have obtained all governmentalreceived from each Purchaser a fully completed Investor Questionnaire, regulatory or third party consents and approvals, if any, necessary for must have found the sale contents of such questionnaires to be satisfactory in the Company’s sole discretion; and (ix) each director and officer of the Notes and Warrants. 7.9 The Company set forth on Schedule A thereto shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Purchasers a lock-up agreement in substantially the form attached hereto as such Purchaser or its counsel may reasonably request.Exhibit E.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser of the Purchasers hereunder to purchase a Note and Warrant the Preferred Shares at the Closing closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Purchaser’s the Purchasers' sole benefit and may be waived by such a Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (i) The Company shall have executed this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to the Purchaser. 7.2 (ii) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by the Secretary of State shall have been delivered to the Purchaser. (iii) The Company shall have delivered duly executed certificates representing the Preferred Shares being so purchased to such the Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10iv) days of the Closing Date. 7.4 The Common Stock (A) shall be listed authorized for quotation on the Principal Market OTC Bulletin Board and trading in the Common Stock (Bor on the OTC Bulletin Board generally) shall not have been suspended, suspended by the SEC or the OTC Bulletin Board (the Purchaser acknowledges that the Common Stock is authorized for quotation on the OTC Bulletin Board as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketdate hereof). 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (iv) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser The Purchasers shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing DateClosing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaserthe Purchasers. 7.7 The Company (vi) No injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which prohibits the number consummation of shares any of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement Agreement. (vii) The Purchasers shall have received the officer's certificate described in Section 3(c) above, dated as such Purchaser or its counsel may reasonably requestof the Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the 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 such each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: 7.1 (a) The Company shall have executed and delivered to such Purchaser (iA) this Agreementeach of the Transaction Documents, (ii) a Note, (iii) a Warrant, (ivB) the Registration Rights AgreementPurchased Shares for such Purchaser, and (vC) each other Transaction Documentthe Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement. 7.2 The Company shall have delivered to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10b) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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) 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 Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser.effect. Securities Purchase Agreement (Reg S) 7.7 The Company shall have delivered to such Purchaser a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 (c) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and WarrantsSecurities, except for post-closing securities filings or notifications required to be made under federal or state securities laws. 7.9 The Company (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have delivered to such Purchaser such other documents relating to been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or by this the other Transaction Documents. (e) The actions contemplated in connection with the closing under the Exchange Agreement, including the Share Exchange, shall have been consummated, all covenants thereunder complied with as of such closing date, and all conditions precedent to the closing under the Exchange Agreement as such Purchaser shall have been satisfied or its counsel may reasonably requestwaived by all parties.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Preferred Stock to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed this Agreement and the Ancillary Documents and delivered the same to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction DocumentPurchasers. 7.2 (b) The Company shall have delivered to such Purchaser a copy each of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing Purchasers duly executed certificates for the Preferred Stock being so purchased by the Company’s transfer agentsuch Purchaser. 7.3 (c) The Company Conversion Shares shall have delivered to such Purchaser a certificate evidencing be approved for quotation on The NASDAQ Stock Market and trading in the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, suspended by the Commission The NASDAQ Stock Market or the Principal Market from trading on the Principal Market nor shall suspension by the Commission SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketother regulatory authority. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (id) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchasereffect. 7.7 (e) The Purchasers shall have completed to their satisfaction all business, legal, accounting and financial due diligence with respect to the Company. (f) 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 or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. (g) Purchasers shall have received the Officer's Certificate described in Section 3.3 dated as of the Closing Date. (h) Purchaser shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, dated as of the Closing Date, in the form attached hereto as Exhibit D. (i) The aggregate Purchase Price delivered by all of the Purchasers for the Preferred Stock purchased at the Closing shall equal $8,000,000. (j) The Company shall have delivered to such Purchaser the Purchasers certificates of good standing of the Company and the subsidiaries which are organized pursuant to the corporate laws of a letter from State within the Company’s transfer agent certifying the number of shares of Common Stock outstanding United States as of a date within five no earlier than ten days of prior to the Closing DateClosing. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (k) The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated Purchasers a certificate executed by its secretary certifying (i) a copy of the Company's certificate of incorporation and the by-laws, (ii) resolutions authorizing the execution of this Agreement as such Purchaser and the Ancillary Documents, and (iii) incumbency matters. (l) The Certificate of Designation shall have been approved for filling by the Delaware Secretary of State. (m) Purchasers shall have received evidence in a form reasonably satisfactory to Purchasers, that the Company has repaid all amounts owed to Foothill Capital Corporation and has repurchased all outstanding shares of the Company's Series B Convertible Participating Preferred Stock. (n) Without limiting the generality of Section 7.1(d), no Material Adverse Effect shall have occurred, nor shall any event or its counsel may events have occurred which would reasonably requestlikely to have a Material Adverse Effect.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant Units at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these conditions are for such Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its the Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 a. The Company shall have executed the signature page to this Agreement and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, and (v) each other Transaction Documentdelivered the same to such Purchaser. 7.2 b. The Company shall have delivered duly executed Debentures and Warrants (in such denominations as such Purchaser shall request) to such Purchaser a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 c. The Company Class A Common Stock shall have delivered to such Purchaser a certificate evidencing be authorized for quotation on NASDAQ and trading in the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Class A Common Stock (A) shall be listed on the Principal Market and (Bor NASDAQ generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNASDAQ. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 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 date of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer chief executive officer of the Company, dated as of the Closing Datedate of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser. 7.7 The Company e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have delivered to such been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. Such Purchaser a letter from shall have received the Company’s transfer agent certifying the number of shares of Common Stock outstanding officer's certificate described in Section 3(c) above, dated as of a date within five days of the Closing Date. 7.8 The Company g. Such Purchaser shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale received an opinion of the Notes Company's counsel, dated as of the date of the Closing, in form, scope and Warrantssubstance reasonably satisfactory to such Purchaser and in substantially the form of Exhibit D attached hereto. 7.9 h. The Company shall have delivered to such Purchaser such other documents relating evidence reasonably satisfactory to the transactions contemplated by this Agreement Purchasers that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as such Purchaser or its counsel may reasonably request.Exhibit E.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the amount of Securities offered to such Purchaser at the Closing is subject to the satisfaction, at or before the applicable Closing Date, Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Registration Rights Agreement, Agreement and (v) each other Transaction DocumentDocument to which the Company is a party. 7.2 (b) The Company shall have delivered instructions to the Transfer Agent to deliver, as the case may be, to such Purchaser a copy or the Placement Agent, either book entry evidence of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of Securities purchased at the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Market. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary stock certificate of the Company, attaching (i) recording each Purchaser as the Certificate holder of Incorporation and By-Laws record of the number of Shares of Common Stock set forth opposite such Purchaser’s name on Schedule A which stock certificate may be delivered after the Closing. Whether the evidence of ownership will be in book entry or certificate form is in the discretion of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 (c) The representations and warranties of made by the Company in Section 3 hereof qualified as to materiality shall be true and correct as of the date when hereof and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company in Section 3 hereof not qualified as to materiality shall be true and correct in all material respects as of the date hereof and on each Closing Date as though made at that time (Date, except for representations and warranties that speak to the extent any such representation or warranty expressly speaks as of a specific an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to each Closing Date. (d) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers as necessary or appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect, and the Company shall will have performedmade all necessary pre-Closing filings under the Blue Sky laws, 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 if any. (e) The Company at or prior to the Closing Date. Such Purchaser shall have received a certificateSubscription Amounts or signed, executed by enforceable agreements for Subscription Amounts aggregating at least $10,000,000 from the Chief Executive Officer sale of the CompanySecurities as contemplated hereby. (f) No judgment, dated as writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the Closing Date, to transactions contemplated hereby or in the foregoing effect and as to such other matters as may be reasonably requested by such PurchaserTransaction Documents. 7.7 (g) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company. (h) The Company shall have delivered to such Purchaser a letter from Certificate, executed on behalf of the Company’s transfer agent certifying the number of shares of Common Stock outstanding Company by its Chief Executive Officer and its Chief Financial Officer, dated as of a date within five days each Closing Date, certifying to the fulfillment of the Closing Dateconditions of this Section 7. 7.8 (i) The Company shall have obtained all governmental, regulatory paid or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered made arrangements to such Purchaser such other documents relating pay to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestPlacement Agent all cash compensation due upon each Closing.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. The obligation of each Purchaser hereunder to purchase a Note and Warrant the Units to be purchased by it at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these such conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its such Purchaser’s sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, and (v) each other Transaction Documentdelivered executed original copies of the same to such Purchaser. 7.2 (b) The Certificate of Designation shall have been filed and accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to such Purchaser. (c) The Company shall have delivered to such Purchaser a copy of duly executed certificates and Warrants (each in such denominations as such Purchaser shall request) representing the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to Preferred Shares and acknowledged Warrants being so purchased by such Purchaser at the Closing in writing by the Company’s transfer agentaccordance with Section 1(b) above. 7.3 The Company shall have delivered to such Purchaser a certificate evidencing the incorporation or organization and good standing of the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10d) days of the Closing Date. 7.4 The Common Stock (A) shall be authorized for quotation and listed on the Principal Market NNM and trading in the Common Stock (Bor on the NNM generally) shall not have been suspended, as of the Closing Date, suspended by the Commission SEC or the Principal Market from trading on the Principal Market nor shall suspension by the Commission or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal MarketNNM. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (ie) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) , which 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 the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Purchaser The Company shall have received delivered for the benefit of the Purchasers, a certificate, executed by the Chief Executive Financial Officer of the CompanyCompany after reasonable investigation, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may reasonably be reasonably requested by such PurchaserPurchaser prior to the Closing. 7.7 The Company (f) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have delivered to such Purchaser a letter from been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the Company’s transfer agent certifying matters contemplated hereby which questions the number validity of, challenges or prohibits the consummation of, any of shares of Common Stock outstanding as of a date within five days of the Closing Date. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 The Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement. (g) Each Purchaser shall have received an opinion of the Company’s counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (h) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (i) Each Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the consummation by the Company of the transactions contemplated hereby and by the Registration Rights Agreement and the Warrant, certified as such Purchaser by the Secretary or its counsel may reasonably requestAssistant Secretary of the Company.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase a Note and Warrant at the Placement Shares to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditions, provided that these conditions are for such each Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its such Purchaser's sole discretion by providing the Company with prior written notice thereofdiscretion: 7.1 (a) The Company shall have executed and delivered to such Purchaser (i) this Agreement, (ii) a Note, (iii) a Warrant, (iv) the Warrants and the Registration Rights Agreement, Agreement and (v) each other Transaction Documentdelivered the same to Purchasers. 7.2 (b) The Company shall have delivered to such Purchaser a copy each of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing Purchasers duly executed certificates for the Securities being so purchased by the Company’s transfer agentsuch Purchaser. 7.3 (c) The Company Placement Shares and Warrant Shares shall have delivered to such Purchaser a certificate evidencing be approved for quotation on the incorporation or organization NASDAQ and good standing of trading in the Company and each of its operating Subsidiaries in such entity’s state of incorporation or organization issued by the Secretary of State of such state as of a date within ten (10) days of the Closing Date. 7.4 The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date, suspended by the Commission NASDAQ or the Principal Market from trading on the Principal Market nor shall suspension by the Commission SEC or the Principal Market have been threatened, as of the Closing Date, either (x) in writing by the Commission or the Principal Market or (y) by falling below the minimum listing maintenance requirements of the Principal Marketother regulatory authority. 7.5 The Company shall have delivered to such Purchaser a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (id) the Certificate of Incorporation and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors, or a duly authorized committee thereof, to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that such Purchaser may rely on such certificate as a representation and warranty of the Company made herein. 7.6 The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. Such Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, Date to the foregoing effect and as to such other matters as may be reasonably requested by such Purchasereffect. 7.7 (e) The Purchasers shall have completed to their satisfaction all business, legal, accounting and financial due diligence with respect to the Company. (f) 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 or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. (g) Purchasers shall have received the Officer's Certificate described in Section 3.3 dated as of the Closing Date. (h) Purchaser shall have received an opinion of Sonnenschein Nath & Rosenthal, dated as of the Closixx Xxxx, xx xxx forx xxxxxxxd hereto as Exhibit C. (i) The aggregate Purchase Price delivered by all of the Purchasers for the Securities purchased at the Closing shall equal $9,000,000. (j) The Company shall have delivered to such Purchaser the Purchasers certificates of good standing of the Company and the subsidiaries which are organized pursuant to the corporate laws of a letter from State within the Company’s transfer agent certifying the number of shares of Common Stock outstanding United States as of a date within five no earlier than ten days of prior to the Closing DateClosing. 7.8 The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Warrants. 7.9 (k) The Company shall have delivered to such Purchaser such other documents relating the Purchasers a certificate executed by a duly authorized officer certifying (i) a copy of the Company's certificate of incorporation and the by-laws, (ii) resolutions authorizing the execution of this Agreement, the Warrants and the Registration Rights Agreement, and (iii) incumbency matters. (l) Without limiting the generality of Section 7.1(d), no Material Adverse Effect shall have occurred, nor shall any event or events have occurred which would reasonably likely to have a Material Adverse Effect. (m) Purchasers shall have received a fully executed Lock-Up Agreement from each of the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably requestofficers and directors of the Company, in the form of Exhibit D hereto.