Common use of Conditions to Investment Commitment Closing Clause in Contracts

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s 's execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Commitment Warrant, (iii) the Investment Commitment Opinion of Counsel (signed by the Company’s 's counsel), ) and (iiiiv) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s 's Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange or the New York Stock Exchange; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s 's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s 's Closing Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Put Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), and (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Put Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel)Warrant, (iii) the Warrant Antidilution Agreement (executed by the Company and Investor), (iv) the Transfer Agent Instructions (executed by the Company and the Transfer Agent), and (v) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange or the New York Stock Exchange; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there Closingthere have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), and (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching resolutions signed by the Resolutions assistant secretary of the Company's board of directors Company authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investorInvestor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), and (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) the Transfer Agent Instructions (executed by the Company and the Transfer Agent), and (iv) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary the O.T.C. Bulletin Board, the Nasdaq Small Cap Market, the Nasdaq National Market, the American Stock Exchange or the New York Stock Exchange; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement:: 11 (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; andand 12 (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 9.13 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s 's execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Commitment Warrant, (iii) the Investment Commitment Opinion of Counsel (signed by the Company’s 's counsel), (iiiiv) the Warrant Antidilution Agreement (executed by the Company and Investor), , and (v) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market[Intentionally Left Blank]; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s 's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s 's Closing Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), ) and (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) ii a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), attaching true and complete copies of (A) attaching the Resolutions Company’s Articles of Incorporation, (B) the Bylaws of the Company's board of directors authorizing this transaction , and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Dateeffect, (BC) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and a certificate evidencing the good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (CD) attaching a true and complete copy the Resolutions of the Bylaws Company's board of the Company directors authorizing this transaction and certifying that they remain in full force and effect;effect without any amendment or supplement thereto as of the Commitment Closing Date, each as further described in the Secretary’s Certificate and (iv) the Company acknowledgement in the form of Exhibit M hereto (the “Company Acknowledgement”). (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investorInvestor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs effective and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent Transfer Agent to issue to the investorInvestor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, subject however to the Investment Commitment Closing, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s 's execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Commitment Warrant, (iii) the Investment Commitment Opinion of Counsel (signed by the Company’s 's counsel)) and, (iiiiv) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market[Intentionally Left Blank]; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s 's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s 's Closing Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), and (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 9.13 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel) and (iii) the Transfer Agent Instructions (executed by the Company and the Transfer Agent), and (iiiiv) a Secretary's Certificate, in the form of Exhibit H K hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Put Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effect; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through and the Investment Commitment Closing change in the Company’s business to that of the green energy business there have been no Material Adverse Changes material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I L hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), and (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effecteffect ; (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment ClosingCommitment, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s 's execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s 's counsel), and (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market;[Intentionally Left Blank]. (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing CLOSING there have been no Material Adverse Changes material adverse changes in the Company’s 's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s 's Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “Conditions to Investment Commitment Closing”) shall have been satisfied within five (5) Business Days of the Company’s execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Investment Commitment Opinion of Counsel (signed by the Company’s counsel), (iii) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), (A) attaching the Resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Date, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing Date, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effecteffect and (iv) the Company acknowledgement, in the form of Exhibit M hereto (the “Company Acknowledgement”); (b) this Investment Agreement, duly executed by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market; (d) other than continuing losses described in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities; (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfied; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.

Conditions to Investment Commitment Closing. As a prerequisite to the Investment Commitment Closing, all of the following (the “"Conditions to Investment Commitment Closing”") shall have been satisfied within five (5) Business Days of prior to or concurrently with the Company’s 's execution and delivery of this Agreement: (a) the following documents shall have been delivered to the Investor: (i) the Registration Rights Agreement (duly executed by the Company and Investor), (ii) the Commitment Warrant, (iii) the Investment Commitment Opinion of Counsel (signed by the Company’s 's counsel), (iiiiv) the Warrant Antidilution Agreement (executed by the Company and Investor), and (v) a Secretary's Certificate, in the form of Exhibit H hereto (“Secretary’s Certificate”), Certificate as to (A) attaching the Resolutions resolutions of the Company's board of directors authorizing this transaction and certifying that they remain in full force and effect without any amendment or supplement thereto as of the Commitment Closing Datetransaction, (B) attaching a certified copy of the Company's Certificate of Incorporation evidencing the incorporation and good standing of the Company in its state of incorporation, issued by the secretary of state of the state of incorporation within the ten (10) Business Days prior to the Commitment Closing DateIncorporation, and (C) attaching a true and complete copy of the Bylaws of the Company and certifying that they remain in full force and effectCompany's Bylaws; (b) this Investment Agreement, duly executed accepted by the Company, shall have been received by the Investor; (c) the Company’s Common Stock shall be listed or quoted for trading and actually trading on an Approved Primary Market[Intentionally Left Blank]; (d) other than continuing losses described in the Risk Factors set forth in the Disclosure Documents (provided for in Section 3.2.4), up through the Investment Commitment Closing there have been no Material Adverse Changes material adverse changes in the Company’s 's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents, including but not limited to incurring material liabilities;; and (e) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Conditions to Investment Commitment Closing set forth in this Section 2.2.2 shall have been satisfied on the date of such Investment Commitment Closing and all of the conditions and limitations set forth in this Agreement for the applicable Closing has been satisfiedClosing; and the Company shall deliver an Officer’s Certificate in the form of Exhibit I hereto (“Officer’s 's Closing Certificate”), signed by an officer of the Company, to such effect to the Investor; and (f) The Company shall have issued to the Investor, or shall have caused its transfer agent to issue to the investor, certificates representing the Commitment Shares and the Fee Shares, respectively, in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commitment Closing Date), in consideration for the Investor’s execution and delivery of this Agreement. Such certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 9.12 hereof. For the avoidance of doubt, all of the Commitment Shares and Fee Shares shall be fully earned upon receipt regardless of whether or not the Registration Statement is filed or declared effective, regardless of whether or not an Automatic Termination occurs and regardless of whether or not any Puts are issued by the Company or settled hereunder.