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

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the 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 at any time in such Purchaser's sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement; (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 Closing with the same force and effect as though such representations and warranties had been made on and as of 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and (iv) 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.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Shares is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 2(c); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser including, but not limited to certificates with respect to the Company’s charter, by-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby; (iviii) 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; (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, Xxxxxxxxxx & Xxxxx LLP to deliver a legal opinion addressed to the Purchaser with respect to the matters set forth on Exhibit D attached hereto; and (vi) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 3(c); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser including, but not limited to, certificates with respect to the Company’s charter, by-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby; (iviii) 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; (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, Xxxxxxxxxx & Xxxxx LLP to deliver a legal opinion addressed to the Purchasers and to the Placement Agent with respect to the matters set forth on Exhibit H attached hereto; and (vi) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of Securities at the Closing is subject to the satisfaction satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser's ’s sole benefit and may be waived by such Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Company with prior written notice thereof: (ia) The Company shall have executed and delivered to such Purchaser (A) each of the signature page Transaction Documents, and (B) the Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement;. (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (iiib) 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 with the same force and effect Date as though such made at that time (except for representations and warranties had been made on and that speak as of the date of Closing, 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing; andClosing Date. (ivc) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Common Stock and Warrants, except for post-closing securities filings or notifications required to be made under federal or state securities laws. (d) No statutejudgment, rulewrit, regulation, executive order, decreeinjunction, ruling award or injunction 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 enactedissued, entered, promulgated and no action or endorsed proceeding shall have been instituted by any court governmental authority, enjoining or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits preventing the consummation of any of the transactions contemplated hereby or by this Agreementthe other Transaction Documents.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants Shares to be purchased by it on the date of the Closing hereunder is subject to the satisfaction satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each such Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion: (i) a. The Company shall have executed the signature pages to this Agreement and delivered the signature page to this Agreement; (ii) The Company shall have delivered same to the Purchaser duly issued certificates for Purchaser. b. the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 Closing with the same force and effect Date as though such made at that time (except for representations and warranties had been made on and that speak as of the date a specific date, which representations and warranties shall be true and correct as of Closing, such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andClosing Date. The Purchaser shall have received a certificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement. (iv) c. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 of, any of the transactions contemplated by this Agreement. d. As of the Closing Date, there shall not have occurred any Material Adverse Effect; and e. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 2(d); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date; (iviii) 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; (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect; and (v) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Shares is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 2(c); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser including, but not limited to certificates with respect to the Company’s charter, by-laws and Board resolutions relating to the transactions contemplated hereby; (iviii) 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; and (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock Common Shares and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's ’s sole benefit and may be waived by such Purchaser at any time in such Purchaser's ’s sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement; (ii) The Company shall have delivered to the Purchaser Escrow duly issued certificates for the Preferred Stock and Warrants Common Shares being so purchased by Purchaser and Warrants being issued to such Purchaser at the Closing; (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 Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingClosing (except for representations and warranties that speak as of a specific date and without taking into account the effects of the CCA-StorCOMM Merger), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and; (iv) 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; (v) The Company shall have delivered an officer’s certificate, in form and substance reasonably acceptable to the Purchaser, as to the accuracy of the Company’s representations and warranties pursuant to ARTICLE III; and (vi) The CCA-StorCOMM Merger shall have been completed.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 3(c); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser including, but not limited to, certificates with respect to the Company’s charter, by-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby; (iviii) 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; (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, Xxxxxxxxxx & Xxxxx LLP, to deliver a legal opinion addressed to the Purchasers and to the Placement Agent with respect to the matters set forth on Exhibit H attached hereto; and (vi) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 2(d); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser, including, but not limited to, certificates with respect to the Company’s charter, bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby; (iviii) 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; (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company; (v) The Company shall have caused its legal counsel to deliver a legal opinion addressed to the Placement Agent in such form as is mutually agreed by counsel to the Company and the Placement Agent and a form of such opinion shall be made available to the Purchasers, upon request, prior to the Closing Date; and (vi) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Shares is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement;complied with Section 2(c); Subscription Agreement (Exhibit A) (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser including, but not limited to certificates with respect to the Company’s charter, by-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby; (iviii) 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; and (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock Common Shares and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's ’s sole benefit and may be waived by such Purchaser at any time in such Purchaser's ’s sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement; (ii) The Company shall have delivered to the Purchaser Escrow duly issued certificates for the Preferred Stock and Warrants Common Shares being so purchased by Purchaser and Warrants being issued to such Purchaser at the Closing; (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 Closing with the same force and effect as though such representations and warranties had been made on and as of 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and; (iv) 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; (v) The Company shall have delivered an officer’s certificate, in form and substance reasonably acceptable to the Purchaser, as to the accuracy of the Company’s representations and warranties pursuant to ARTICLE III; and (vi) Any right of first offer has been complied with or waived.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreementcomplied with Section 2(d); (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date. The Purchaser shall have received a certificate 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 the Purchaser, including, but not limited to, certificates with respect to the Company's charter, bylaws and Board of Directors' resolutions relating to the transactions contemplated hereby; (iviii) 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; (iv) No event shall have occurred which would reasonably be expected to have a Material Adverse Effect; and (v) The Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory to the Placement Agent.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock Common Shares and Warrants to be purchased by it on the date of the 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 at any time in such Purchaser's sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement;. (ii) The Company shall have delivered to the Purchaser Purchaser's counsel duly issued certificates for the Preferred Stock and Warrants Common Shares being so purchased by Purchaser and Warrants being issued to such Purchaser at the Closing;. (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 Closing with the same force and effect as though such representations and warranties had been made on and as of the date of Closing, at that time and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing to the foregoing effect. (iv) 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. (v) Purchaser shall have received the officer's certificate described in Section 3.3, dated as of the Closing. (vi) Purchaser shall have received the legal opinion from the Company's counsel in the form attached hereto as Exhibit C.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Common Stock and Warrants to be purchased by it on the date of the 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 at any time in such Purchaser's sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement; (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Common Stock and Warrants being so purchased by Purchaser at the Closing; (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 Closing with the same force and effect as though such representations and warranties had been made on and as of 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and (iv) 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.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock Debentures and the Warrants to be purchased by it on the date of at the Closing is subject to the satisfaction satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's its sole discretiondiscretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Purchaser (i) each of the signature page Transaction Documents and (ii) the Warrants, and (iii) the Debentures (allocated in such principal amounts as such Purchaser shall request), being purchased by such Purchaser at the Closing pursuant to this Agreement;. (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing; (iii) 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 with the same force and effect Date as though such made at that time (except for representations and warranties had been made on and that speak as of the date a specific date, which shall be true and correct as of Closing, such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing; and (iv) 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 AgreementClosing Date.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock Common Shares and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's ’s sole benefit and may be waived by such Purchaser at any time in such Purchaser's ’s sole discretion: (i) The Company shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement; (ii) The Company shall have delivered to the Purchaser duly issued certificates for the Preferred Stock Common Shares and Warrants being so purchased by Purchaser at the ClosingPurchaser; (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 Closing with the same force and effect as though such representations and warranties had been made on and as of 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 this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and; (iv) 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; (v) The Company shall have delivered an officer’s certificate, in form and substance reasonably acceptable to the Purchaser, as to the accuracy of the Company’s representations and warranties pursuant to ARTICLE III; and (vi) Any right of first offer has been complied with or waived.

CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE. 7.1 The obligation of each the Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing Securities is subject to the satisfaction satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these conditions are for each the Purchaser's ’s sole benefit and may be waived by such the Purchaser at any time in such Purchaser's his/her/its sole discretion: (i) The Company shall have executed complied with Sections 2(d) and delivered the signature page to this Agreement(e); (ii) The Company shall have delivered to received duly executed agreements upon substantially the Purchaser duly issued certificates same terms as this Agreement from Purchasers who are directors of the Company for the Preferred Stock and Warrants being so purchased by Purchaser at the Closing;aggregate Subscription Amounts for Notes of not less than $200,000. (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 applicable Closing with the same force and effect as though such representations and warranties had been made on and as of the date of ClosingDate, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; andapplicable Closing Date; (iv) 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; and (v) No event shall have occurred which would reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, prospects or operations of the Company.