Common use of Conditions to Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of each Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Securities at the Closing is subject to the satisfaction, at on or before the Transfer Closing Date Date, of each of the following conditions; provided, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such each Purchaser at any time in its sole discretion.: a. Seller 6.1 Company shall have executed this Agreement, the Note, and the Security Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to each Purchaser. b. Seller 6.2 Company shall have delivered to each Purchaser a fully executed Irrevocable Letter of Instructions to Transfer Agent (the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c“TA Letter”) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached heretohereto as Exhibit D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). d. 6.3 The representations and warranties of Seller and the Company set forth in Section 3 hereof shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date) , which shall be true and Seller correct as of such specific date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller Company at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction 6.4 Company shall have been enacteddelivered to each Purchaser fully executed copies of such other Transaction Documents reasonably requested by the Purchasers or their counsel prior to the Closing Date. 6.5 Company shall have delivered to each Purchaser a fully executed copy of the Voting and Support Agreement entered into by and among the Company and the holders of a majority of the Company’s Common Stock not beneficially owned by the Purchasers, enteredin connection with the Shareholder Approval. 6.6 Company shall have paid all fees, promulgated expenses and other amounts due and payable on the Closing Date (which in the case of Purchasers, shall be limited to reimbursement to the Purchasers of 50% of the reasonable and documented fees and expenses of LockeLord LLP, counsel to the Purchasers in respect of the entry into the Transaction Documents) under each Transaction Document, to the extent invoiced at least one (1) Business Day prior to the Closing Date. 6.7 The Purchasers shall have received the following documents and instruments (each in form and substance reasonably satisfactory to the Purchasers): a) properly completed UCC financing statements and other filings and documents required by law or endorsed the Transaction Documents to provide the collateral agent (for the benefit of the Purchasers) with perfected liens in the Collateral (as defined in the Security Agreement); b) copies of customary UCC, tax lien, judgment and bankruptcy search reports with respect to the Company and each other Grantor (as defined in the Security Agreement); c) a payoff letter in form and substance reasonably acceptable to the Purchasers, evidencing repayment in full of the Prior Debt and release of all liens granted in connection therewith, subject to application of the net proceeds from the issuance of the Notes to such prepayment; d) copies of the ABL Agreement and all amendments thereto (including, without limitation, an amendment to the ABL Agreement dated as of or prior to the Closing Date, permitting the issuance of the Notes and related matters), certified by or a senior financial officer of the Company as being true, correct and complete; e) a customary legal opinion of each of (A) Xxxxxxxx & Xxxxxxxx LLP, special New York counsel for the Company, (B) Xxx Xxxxxx LLP, New Jersey counsel for the Company and (C) the general counsel of the Company, with respect to the Company and each other Grantor (as defined in any court or governmental authority the Security Agreement) as applicable; f) a certificate of competent jurisdiction or any self-regulatory organization having authority over a senior financial officer of the matters contemplated hereby which prohibits Company who is familiar with the historical and current financial condition of the Company and each subsidiary thereof and has reviewed the financial information and projections with respect thereto, certifying as to the solvency of the Company and its subsidiaries on a consolidated basis, both before and after giving effect to the consummation of any of the transactions contemplated by this Agreement and the other Transaction Documents on the Closing Date; and g) for Company and each other Grantor, such Person’s (A) charter (or similar formation document), certified by the Secretary of State of such entity’s jurisdiction of formation, (B) good standing certificates in its state of incorporation (or formation) and in each such entity’s jurisdiction of formation, (C) bylaws or limited liability company agreement (or similar governing document), (D) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, and (E) incumbency certificates of its officers executing any of the Transaction Documents, all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; and 6.8 Company shall have delivered to each Purchaser a certificate of a senior financial officer of the Company certifying that after giving effect to the consummation transactions contemplated by the this Agreement and the other Transaction Documents on the Closing Date (a) the representations and warranties of the Company and any other Grantor (as defined in the Security Agreement) contained in the Transaction Documents shall be true, correct and complete in all material respects (except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct in all respects); provided that any representation or warranty as of a specific date shall only be true or correct in all material respects as of such date, and (b) no Event of Default (as defined in the Notes) shall have occurred and be continuing.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel a copy of the Company substantially Company's letter to its transfer agent reserving shares of common stock for Purchaser as outlined in the form of Annex Section I attached hereto(d)(v). d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. No x. Xx 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.

Conditions to Purchaser’s Obligation to Purchase. The obligation obligations of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is are subject to the satisfaction, at on or before the Transfer Closing Date Closing, unless otherwise specified, of each of the following conditions, provided that these conditions are for Purchaser’s the sole benefit of Purchaser and may be waived by such Purchaser at any time in its sole discretion.: a. Seller The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to PurchaserTransaction Documents. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the ). 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 Seller the Company at or prior to the Transfer Closing DateClosing. The Purchaser may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. e. c. 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-self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreementherein. d. All consents, approval, authorizations and orders required to be obtained and all registrations, filings and notices required to be made with or given to any regulatory authority or person as provided herein shall have been made. e. Purchaser shall receive evidence reasonably satisfactory to it that the holder of the Term Note (as such term is defined in the Note) agrees to defer payment of principal under the Term Note until the Note is paid in full.

Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Purchased Note Initial Shares on the Closing Date is conditioned upon: 12.1 Acceptance by the Company of this Agreement for the sale of the Initial Shares, as indicated by the Company's execution and delivery of this Agreement; 12.2 Delivery by the Company to the Escrow Agent of the Certificate in accordance with this Agreement; 12.3 The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the Transferred Rights performance by the Company on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each all covenants and agreements of the following conditionsCompany required to be performed on or before the Closing Date; and 12.4 On the Closing Date, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have having received an opinion of counsel of for the Company substantially Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the form of Annex I attached effect set forth hereto, the Registration Rights Agreement, the Warrant and the Additional Agreements. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. 12.5 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been be 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 or adversely effects any of the transactions contemplated by this Agreementthe Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by the Transaction Documents. 12.6 From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC, or the NASD and trading in securities generally on the New York Stock Exchange or NASDAQ shall not have been suspended or limited, nor shall minimum prices have been established for securities traded on NASDAQ, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of Purchaser makes it impracticable or inadvisable to purchase the Initial Shares, as the case may be.

Conditions to Purchaser’s Obligation to Purchase. The Each Seller acknowledges that each Purchaser’s obligation of Purchaser hereunder to purchase pay to such Seller the applicable Purchase Price in exchange for the Purchased Note and the Transferred Rights Shares on the terms contemplated hereby at Closing Date is conditioned upon satisfaction of the Closing is subject to the satisfaction, at following conditions precedent on or before the Transfer Closing Date (any or all of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and which may be waived by such each Purchaser at any time in its sole discretion.): a. Seller (a) no Proceeding by a governmental entity shall have executed be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement and no governmental entity having jurisdiction over any amendment thereto which party shall have been acknowledged and consented by the Companyissued any order restraining, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 enjoining or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement; (b) the Sellers shall have completed an underwritten public offering and/or other sale of common stock of the Company held by them and received at least $60,000,000 of proceeds (before underwriting discounts and commissions) from such offering and/or sale by no later than February 26, 2021 (the “Contemplated Sale”); (c) the representations and warranties of the Sellers contained in this Agreement shall be true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date, and each Seller shall have performed in all material respects all covenants and agreements of such Seller contained herein required to be performed by such Seller on or before the Closing Date (and a duly authorized officer of the Sellers shall deliver a duly executed certificate to the Purchasers certifying the same); and (d) the Series A COD shall not have been amended since the date of this Agreement (other than with the prior written consent of the Purchasers.)

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the applicable Purchased Note and the Transferred Rights Shares on the terms contemplated hereby at the each Closing Date is subject to the satisfaction, at on or before the Transfer applicable Closing Date Date, of each of the following conditions, provided provided, that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.discretion by providing Seller with prior written notice thereof: a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. (a) Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel agent of the Company substantially in the form stock certificate or stock certificates representing the Purchased Shares to be sold at such Closing and an irrevocable instruction letter to promptly effect the transfer of Annex I attached heretosuch Purchased Shares to the Purchaser or cancel such Purchased Shares (as elected by Purchaser). d. (b) Seller shall have delivered an irrevocable instruction letter to Seller Broker (i) directing Seller Broker to promptly submit a Deposit/Withdrawal at Custodian with respect to the Purchased Shares and (ii) directing Seller Broker to thereafter transfer the applicable Purchased Shares to the Purchaser (or, if elected by Purchaser, deliver such Purchased Shares to the transfer agent of the Company for cancellation) on or prior to such Closing Date. (c) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer such Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) ), and Seller 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 Seller at or prior to the Transfer such Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Preferred Shares on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion.: a. Seller The Company shall have executed the signature page to this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller The Company shall have delivered to Purchaser one or more duly executed Certificates representing the Purchased Note duly endorsed for transfer to Preferred Shares purchased hereby in the principal amount being purchased by Purchaser in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct as of the Closing Date in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The Company understands that Purchaser's obligation of Purchaser hereunder to purchase the Purchased Note Initial Shares on the Closing Date is conditioned upon: 12.1 Acceptance by the Company of this Agreement for the sale of the Initial Shares, as indicated by the Company's execution and delivery of this Agreement; 12.2 Delivery by the Company to the Escrow Agent of the Certificate in accordance with this Agreement; 12.3 The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the Transferred Rights performance by the Company on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each all covenants and agreements of the following conditionsCompany required to be performed on or before the Closing Date; and 12.4 On the Closing Date, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have having received an opinion of counsel of for the Company substantially Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Purchaser, to the form of Annex I attached effect set forth hereto, the Registration Rights Agreement, the Warrant, if applicable. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. 12.5 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been be 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 or adversely effects any of the transactions contemplated by this Agreementthe Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by the Transaction Documents. 12.6 From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC, or the NASD and trading in securities generally on the New York Stock Exchange or NASDAQ shall not have been suspended or limited, nor shall minimum prices have been established for securities traded on NASDAQ, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of Purchaser makes it impracticable or inadvisable to purchase the Initial Shares, as the case may be.

Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Notes at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.unless otherwise waived: a. Seller The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to the Purchaser. b. Seller The Company shall have delivered to such Purchaser duly executed Notes (in such denominations as the Purchased Note duly endorsed for transfer to Purchaser shall request) in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. The Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser including, but not limited to certificates with respect to the Company’s Articles of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Shares at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller Purchaser shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the CompanyAgreement, and delivered the same to PurchaserNCT. b. Seller NCT shall have delivered to Purchaser duly executed certificate(s) representing the Purchased Note duly endorsed for transfer to Shares (in such denominations as Purchaser shall reasonably request) in accordance with Section 1(c) aboveabove and an opinion of Counsel in the form annexed hereto. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company Purchaser shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company Purchaser 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 Seller Purchaser at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of each Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Shares at the applicable Closing is subject to the satisfaction, at or before the Transfer applicable Closing Date 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 each Purchaser at any time in its such Purchaser's sole discretiondiscretion by providing the Company with prior written notice thereof. a. Seller (a) The Company shall have executed and delivered, to each Purchaser (i) this Agreement and any amendment thereto which shall have been acknowledged (ii) the Shares being purchased by such Purchaser at the Closing pursuant to this Agreement, in each case, in form and consented by the Company, and delivered the same substance reasonably satisfactory to such Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the this Agreement to be performed, satisfied or complied with by Seller the Company, as applicable, at or prior to the Transfer Closing Date. Each Purchaser or its agent shall have received certificates, executed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect. The statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. e. (c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the transactions contemplated herein; and no stop order suspending the qualification or exemption from qualification of any of the Shares in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated as of the Closing Date. (d) The Company shall have delivered to each Purchaser a Secretary's certificate certifying to (i) the incorporation and good standing of the Company in its jurisdiction of incorporation; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing Date; and (iii) (A) the resolutions as adopted by the Company's Board of Directors authorizing this Agreement and the documents contemplated hereby and transactions contemplated hereunder and thereunder, and (B) the accuracy of attached copies of the charter and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by this Agreementthe Purchasers and as are customary for similar transactions. (e) The Company shall have caused a person permitted by the Company's articles of incorporation to call a special meeting of stockholders to give notice to that effect in writing to the secretary of the Company for purposes of approving the Company's amended and restated articles of incorporation as set forth in Section 4(a).

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser Purchasers hereunder to purchase the Purchased Note Notes and the Transferred Rights on the terms contemplated hereby Warrants at the each Closing is subject to the satisfaction, at or before the Transfer each respective Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s the Purchasers’ sole benefit and may be waived by such Purchaser the Purchasers at any time in its their sole discretion.: a. Seller The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to PurchaserPurchasers. b. Seller The Company shall have delivered to Purchaser Purchasers the Purchased Note duly endorsed for transfer to Purchaser executed Notes and Warrants in accordance with Section 1(c1(b) above. c. Purchaser The Company shall have received an opinion of counsel of delivered to Purchasers the Company substantially duly executed Irrevocable Transfer Agent Instructions in the form of Annex I attached heretoaccordance with Section 5. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. Purchasers shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Purchasers including, but not limited to certificates with respect to the Company’s Articles of Incorporation, Bylaws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the Exchange Act reporting status of the Company or the failure of the Company to be timely in its Exchange Act reporting obligations. g. Trading in the Company's Common Stock shall not have been suspended by the SEC. h. The Escrow Agent will have received the closing statement executed by the Company in accordance with the Escrow Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c1 (c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Company has provided to the Purchaser a copy of the Transfer Agent Instruction Letter.

Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased Note Initial Shares and the Transferred Rights on the terms contemplated hereby Put Shares at the Initial Closing and Put Closing, respectively, is subject to the satisfaction, at or before the Transfer Closing Date applicable closing date as specified below, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in its sole discretion.by providing the Company with prior written notice thereof: a. Seller 8.1 With respect to the Initial Shares, the Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged delivered to the Purchaser the Termination and consented by the CompanyTransition Agreement, and delivered the same to Purchasersuch agreement shall be in full force and effect consistent with its terms. b. Seller shall have delivered 8.2 With respect to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of Initial Shares and the Company substantially in Put Shares, the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of hereof; with respect to the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and Initial Shares, 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 Seller the Company at or prior to the Transfer Initial Closing Date; with respect to the Put Shares, the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by Sections 4.1 and 4.2 of this Agreement to be performed, satisfied or complied with by the Company at or prior to the Put Closing Date; and the Company shall have delivered to the Purchaser a certificate, dated as of the Initial Closing Date or the Put Closing Date, as applicable, of an executive officer of the Company to such effect with respect to such closing date. e. No litigation8.3 With respect to the Initial Shares and the Put Shares, statuteno provision of any applicable law or regulation and no judgment, ruleinjunction, regulationorder or decree shall prohibit the Initial Closing or the Put Closing, executive orderas applicable, decreeor shall prohibit the Purchaser from acquiring the Shares being sold hereunder. 8.4 With respect to the Initial Shares and the Put Shares, ruling or injunction the Company shall have been enacteddelivered to the Purchaser an opinion from Xxxxxx LLP providing opinions solely related to the due authorization, enteredvalid issuance, 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 fully paid and nonassessable status of the transactions contemplated by this Agreement.Initial Shares or the Put Shares, as applicable, and dated as of the date hereof with respect to the Initial Shares or the Put Closing Date with respect to the Put Shares, in the form attached as Exhibit A.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Common Shares to be purchased by it on the terms contemplated hereby at date of the Closing is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser (with respect to it) at any time in its Purchaser's sole discretion.: a. Seller (a) The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, other Documents and delivered the same to Purchaser. b. Seller (b) The Company shall have delivered to certificates for the Common Shares (in such denominations as Purchaser shall request) being so purchased by Purchaser at the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) aboveClosing. c. Purchaser (c) The Common Stock shall have received an opinion of counsel of be listed on the Company substantially NASDAQ and trading in the form of Annex I attached heretoCommon Stock shall not have been suspended. d. (d) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by Seller the Company at or prior to the Transfer Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. e. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) Purchaser shall have received the officer's certificate described in Section 3.3 as of the Closing. (g) Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing, in form reasonably acceptable to Purchaser and his counsel. (h) The Company's transfer agent has agreed to act in accordance with appropriate irrevocable instructions. (i) The Company shall have entered into a Board Advisory Agreement with Purchaser in the form attached hereto as Exhibit B. (j) The key management shareholders of the Company shall enter into a Voting Agreement with Purchaser in the form attached hereto as Exhibit C.

Conditions to Purchaser’s Obligation to Purchase. 7.1 Conditions to the First Closing. The obligation of Purchaser hereunder to purchase the Purchased First Closing Note and the Transferred Rights Warrants on the terms contemplated hereby at date of the First Closing is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditionsconditions (including conditions to be performed at the First Closing), provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its Purchaser’s sole discretion.: a. Seller (i) The Company shall have executed the signature page to this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, Registration Rights Agreement and delivered the same to Purchaser’s counsel. b. Seller (ii) The Company shall have delivered to a duly executed First Closing Note and duly executed Warrants being so purchased by Purchaser at the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) aboveFirst Closing. c. Purchaser (iii) The Common Stock shall have received an opinion of counsel of be listed on the Company substantially Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange and trading in the form of Annex I attached heretoCommon Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future. d. (iv) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement and the other Investment Agreements to be performed, satisfied performed or complied with by Seller the Company at or prior to the Transfer First Closing. Purchaser’s counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. e. (v) 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.

Conditions to Purchaser’s Obligation to Purchase. 7.1 Conditions to Purchaser's Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Securities on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion.: a. Seller (A) The Company shall have executed the signature page to this Agreement, the Registration Rights Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller (B) At the Closing, the Company shall have delivered to Purchaser duly executed certificates for the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) abovePreferred Stock. c. (C) The Common Stock shall be listed on The NASDAQ Stock Market and trading in the Common Stock shall not have been suspended by The NASDAQ Stock Market or the SEC or other regulatory authority. (D) Purchaser shall have received an opinion of counsel of notice from Foothill, that Foothill has been paid all amounts owed by the Company. (E) Concurrently with the Closing, the Company substantially in shall redeem the form of Annex I attached heretoSeries B Preferred Stock. d. (F) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing DateDate to the foregoing effect. e. (G) Purchaser shall have completed to their satisfaction all business, legal, accounting and financial due diligence with respect to the Company. (H) 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. (I) Purchaser shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, dated as of the Closing Date, in the form attached hereto as Exhibit D.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Debenture at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller Sionix shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller Sionix shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to executed Debenture and Warrant (in such denominations as Purchaser shall reasonably request) in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company Sionix shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company Sionix 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 Seller Sionix at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Shares at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller PSWS shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller PSWS shall have delivered to Purchaser the Purchased duly executed Note duly endorsed for transfer to and Warrant (in such denominations as Purchaser shall reasonably request) in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company PSWS shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company PSWS 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 Seller PSWS at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Guarantor(s) has delivered to Purchaser or Purchaser’s escrow agent to pledge shares associated with the loan amount and has otherwise performed all his or her obligations in connection with the Stock Pledge Agreement and Guarantee.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Debentures on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at on or before the Transfer Closing Date Date, of each of the following conditions, provided provided, that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion.discretion by providing Seller with prior written notice thereof: a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by (i) On or prior to the CompanyClosing Date, and delivered the same to Purchaser. b. Seller Sellers shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser Escrow Agent the Stock Power and the Debentures being purchased in accordance with Section 1(c) abovesuch Closing and the Company shall have delivered the New Debentures. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. (ii) The representations and warranties of each Seller and the Company shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Transfer Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date which shall be true as of such specified date) ), and each Seller 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 each Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction (iii) The Company shall have irrevocably instructed its transfer agent to transfer the Converted Shares to the DTC account of the Purchaser pursuant to Section 1(b) and provided a copy of such instructions to the Escrow Agent. (iv) All Debentures shall have been enacted, entered, promulgated or endorsed by or amended as set forth in any court or governmental authority Section 2(c)(i). (v) No debt of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of Company shall be subject to a security interest in any of the transactions contemplated by this AgreementCompany’s assets.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion.: a. Seller The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller The Company shall have delivered to Purchaser the Purchased a duly executed Note duly endorsed for transfer to Purchaser in accordance with Section 1(c1(b) above. c. Purchaser The Irrevocable Transfer Agent Instructions shall have received an opinion of counsel of been delivered to the Company substantially in the form of Annex I attached heretoCompany's Transfer Agent. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. 7.1 Conditions to the First Closing. The obligation of Purchaser hereunder to purchase the Purchased Note Preferred Stock and the Transferred Rights Warrants to be purchased by it on the terms contemplated hereby at date of the First Closing is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditionsconditions (including conditions to be performed at the First Closing), provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion.: a. Seller (i) The Company shall have executed the signature page to this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, Registration Rights Agreement and delivered the same to Purchaser's counsel. b. Seller (ii) The Company shall have delivered to duly executed certificates for the Preferred Stock and duly executed Warrants being so purchased by Purchaser at the Purchased Note duly endorsed for transfer to Closing (each in such denominations as Purchaser in accordance with Section 1(c) aboveshall request). c. Purchaser (iii) The Common Stock shall have received an opinion of counsel of be listed on the Company substantially Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange and trading in the form of Annex I attached heretoCommon Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future. d. (iv) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by Seller the Company at or prior to the Transfer First Closing. Purchaser's counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. e. (v) 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. (vi) Purchaser's counsel shall have received the officer's certificate described in Section 3.3, dated as of the First Closing. (vii) Purchaser's counsel shall have received an opinion of the Company's outside legal counsel, dated as of the First Closing in the form attached hereto as Exhibit E. (viii) The Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit F. (ix) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware and a copy thereof certified by the Secretary of State of Delaware shall have been delivered to Purchaser's counsel. (x) Simultaneously with or prior to the First Closing, the Company shall have sold Preferred Stock and warrants for an aggregate purchase price of seven million dollars ($7,000,000) (including the Securities sold pursuant hereto and excluding the sale of Preferred Stock and warrants contemplated by Section 7.1(xii)). (xi) The Company shall have provided evidence satisfactory to Purchaser that Hewlett-Packard Company has converted a portion of the convertible notes of the Company held by it into the Company's Common Stock and agreed to a lock-up period on terms and conditions satisfactory to Purchaser in its sole discretion, and consented to the payment of dividends on the Preferred Stock. (xii) Simultaneously with or prior to the First Closing, the Company shall have entered into agreements reasonably satisfactory to the Purchaser with one or more of the Key Employees providing for the purchase and sale of Preferred Stock and warrants for an aggregate purchase price of at least $745,000 and the applicable Key Employees shall have placed at least $745,000 in escrow on terms reasonably satisfactory to the Purchaser to be released to the Company upon consummation of the sale of such Preferred Stock and warrants or to the Key Employees if such purchase and sale does not receive Stockholder Approval. (xiii) The Company shall have filed a Form 8-K regarding its revised financial projections for calendar year 2001 and issued a press release regarding the conversion by Hewlett-Packard Company of one-half of the amount of convertible notes held by it into the Company's Common Stock.

Conditions to Purchaser’s Obligation to Purchase. 7.1 Conditions to the First Closing. The obligation of Purchaser hereunder to purchase the Purchased First Closing Note and the Transferred Rights Warrants on the terms contemplated hereby at date of the First Closing is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditionsconditions (including conditions to be performed at the First Closing), provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its Purchaser’s sole discretion.: a. Seller (i) The Company shall have executed the signature page to this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, Registration Rights Agreement and delivered the same to Purchaser’s counsel. b. Seller (ii) The Company shall have delivered to a duly executed First Closing Note and duly executed Warrants being so purchased by Purchaser at the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) aboveFirst Closing. c. Purchaser (iii) The Common Stock shall have received an opinion of counsel of be listed on the Company substantially Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange and trading in the form of Annex I attached heretoCommon Stock shall not have been suspended by the Nasdaq SmallCap Market, the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange, the SEC or other regulatory authority and no de-listing or suspension shall be reasonably likely for the foreseeable future. d. (iv) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement and the other Investment Agreements to be performed, satisfied performed or complied with by Seller the Company at or prior to the Transfer First Closing. Purchaser’s counsel shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the First Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by Purchaser. e. (v) 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. (vii) Purchaser’s counsel shall have received an opinion of the Company’s outside legal counsel, dated as of the First Closing in the form attached hereto as Exhibit E. (viii) The Company shall have filed with Nasdaq a notification in accordance with Nasdaq Rule 4310(c)(17)(D). (ix) Simultaneously with or prior to the First Closing, the Company shall have sold securities (including to Purchaser) for an aggregate of a minimum of two million dollars ($2,000,000.00) or a maximum of four million dollars ($4,000,000.00) (including the Securities sold pursuant hereto).

Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Notes at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.unless otherwise waived: a. Seller The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to the Purchaser. b. Seller The Company shall have delivered to such Purchaser duly executed Notes (in such denominations as the Purchased Note duly endorsed for transfer to Purchaser shall request) in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. The Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser including, but not limited to certificates with respect to the Company’s Articles of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Purchaser’s obligation to purchase Notes in a Subsequent Tranche is subject to the average closing share price exceeding $0.80 on each of the ten trading days prior to the Company’s issuance of the Funding Notice with respect to such Subsequent Tranche.

Conditions to Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Notes at the a Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by such the Purchaser at any time in its sole discretion.: a. Seller The Company and its subsidiaries, as applicable, shall have executed this Agreement Agreement, the Notes, and any amendment thereto which shall have been acknowledged and consented by the CompanyClosing documents, and delivered the same (including the original Notes) to the Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company and its subsidiaries shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company and its subsidiaries 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 Seller the Company at or prior to the Transfer Closing Date. e. c. 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. d. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the reporting status of the Company or the failure of the Company to be timely in its reporting obligations.

Conditions to Purchaser’s Obligation to Purchase. The Company ------------------------------------------------ understands that Purchaser's obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Subscribed Shares on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer each Closing Date of pursuant to this Agreement is conditioned upon the following: (a) the accuracy in all material respects on each such date of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller the Company contained in this Agreement as if made on such date and the performance by the Company shall be true on or before each such date of all covenants and correct in all material respects as agreements of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 performedperformed on or before such date; (b) there not being in effect any law, satisfied rule or complied with by Seller at regulation prohibiting or prior to restricting the Transfer Closing Date. e. No litigationtransactions contemplated hereby, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained, entered, promulgated nor there being any pending or endorsed by threatened proceeding or in any court investigation which may have the effect of prohibiting or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of adversely affecting any of the transactions contemplated by this Agreement; (c) a registration statement relating to the Registration Rights Agreement shall be effective, and if previously suspended shall be effective and have been effective for at least fifteen (15) days prior to the Closing Date, and shall relate to the Subscribed Shares and the Additional Warrants to be issued in such Closing; (d) the trading of the Common Stock shall not be suspended by the SEC or the NASD; (e) the Company shall be in compliance with all Blue Sky laws necessary to issue and resell through a broker in the State of California the Subscribed Shares relating to such Closing; (f) as of the date hereof, (i) the Company shall not have materially changed its line of business (ii) the Company shall not be material in default under any of its existing debt or loan obligations, (iii) there shall be no current SEC finding of wrongdoing by the Company, (iv) there shall be no final adverse determination against the Company by a court or governmental agency and (v) no bankruptcy proceeding shall be initiated with respect to the Company, in each case which has a Material Adverse Effect; and (g) the Company shall deliver to the Purchaser an opinion of counsel substantially in the form of Exhibit D hereto.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Company has provided to the Purchaser a copy of the Transfer Agent Instruction Letter.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note Preferred Shares and the Transferred Rights Warrant on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion.: a. Seller The Company shall have executed the signature page to this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, Registration Rights Agreement and delivered the same to Purchaser. b. Seller The Company shall have delivered to Purchaser one or more duly executed Certificates representing the Purchased Note duly endorsed for transfer to Preferred Shares and the Warrant purchased hereby in the principal amount being purchased by Purchaser in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct as of the Closing Date in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The Purchaser will have no obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each Property unless all of the following conditionsconditions precedent have been satisfied: (a) Seller shall have obtained all governmental approvals for the lot line adjustment described in Section 14(d), provided that these conditions are for Purchaser’s sole benefit and may be waived below. (b) The Substantial Completion of the Improvements has occurred on or prior to the Closing Date. (c) The Property is not destroyed or damaged by such Purchaser fire or other casualty and, if any casualty has occurred, the Property is restored to a condition equivalent with the Completion of the Improvements by the Closing Date. (d) The Title Company is committed to issue the Title Policy as of the Closing Date, subject only to payment of its customary premiums. (e) Seller has not at any time prior to the Closing Date made an assignment for the benefit of creditors, nor filed a petition in bankruptcy, nor been adjudicated insolvent or bankrupt, nor petitioned a court for the appointment of any receiver of or trustee for it or any substantial part of its sole discretionproperty, nor commenced any proceeding relating to Seller under any reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or later in effect. There has not been commenced or pending against Seller in any proceeding of the nature described in the first sentence of this Section 9 (e). a. (f) No order for relief has been entered with respect of Seller shall have executed under the Federal Bankruptcy Code at any time prior to the Closing Date. (g) There exists no lease, tenancy, or occupancy agreement affecting the Property or any part thereof effective as of the Closing Date entered into by Seller and not approved by Purchaser in writing. (h) Seller has complied and at Closing will be in compliance with each material covenant in this Agreement and any amendment thereto which shall have been acknowledged and consented by the CompanyAgreement, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall in Section 12 will be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. (i) No litigationnotice has been given to Seller or Purchaser by a governmental agency at any time prior to the Closing Date that any condemnation or eminent domain proceeding has been threatened or commenced that would involve or result in the taking of any material portion of the Property, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or and no taking of any material portion of the Property has occurred which in any court or governmental authority Purchaser’s reasonable judgment would materially and adversely affect the suitability of competent jurisdiction the Property or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreementportion thereof for Purchaser’s intended use.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Shares at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller BRZG shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller BRZG shall have delivered to Purchaser the Purchased duly executed Note duly endorsed for transfer to and Warrant (in such denominations as Purchaser shall reasonably request) in accordance with Section 1(c1(b) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company BRZG shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company BRZG 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 Seller BRZG at or prior to the Transfer Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Guarantor(s) has delivered to Purchaser or Purchaser’s escrow agent to pledge shares associated with the loan amount and has otherwise performed all his or her obligations in connection with the Stock Pledge Agreement and Guarantee.

Conditions to Purchaser’s Obligation to Purchase. 7.1 The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights Securities to be purchased by it on the terms contemplated hereby at the Closing Date is subject to the satisfaction, at or before the Transfer Closing Date satisfaction of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its Purchaser's sole discretion.: a. Seller (a) The Company shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, Registration Rights Agreement and delivered the same to Purchaser. b. Seller (b) The Company shall have executed the Distribution Agreement and delivered the same to Purchaser. (c) The Company shall have executed the Product Purchase Agreement and delivered the same to Purchaser. (d) The Company shall have issued and delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) aboveSeries H Stock Certificate. c. Purchaser (e) The Company shall have received an opinion executed and filed the Series H Certificate of counsel Designation with the Office of the Company substantially in the form Delaware Secretary of Annex I attached heretoState. d. (f) The Board shall have approved and adopted the Bylaw Amendment. (g) Heller shall have acknowledged thax xxx Company, as of the Closing Date, is not in default under the terms of the Credit Facility. (h) The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller the Company at or prior to the Transfer Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing DateDate to the foregoing effect. e. (i) 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 restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. (j) Purchaser shall have received an opinion of Sonnenschein Nath & Rosenthal, datxx xx xx xxx Xxxxing Xxxx, xx the form attached hereto as Exhibit F. (k) Without limiting the generality of Section 7.1(d), no Material Adverse Effect shall have occurred, nor shall any event or events have occurred which would reasonably likely to have a Material Adverse Effect.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby Debenture at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller Sionix shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller Sionix shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to executed Debenture and Warrant (in such denominations as Purchaser shall reasonably request) in accordance with Section 1(c) above. c. Purchaser Sionix shall have received an opinion of counsel of executed the Company substantially in Registration Rights Agreement and delivered the form of Annex I attached heretosame to Purchaser. d. The representations and warranties of Seller and the Company Sionix shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company Sionix 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 Seller Sionix at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s 's sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c1 ( c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller 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 Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Company has provided to the Purchaser a copy of the Transfer Agent Instruction Letter.