Common use of Conditions to Purchaser’s Obligations Clause in Contracts

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; (b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; (c) all Purchasers parties that are party to the Purchase Agreement Agreements shall have agreed to the terms and conditions of this Agreement, including exercising their respective Existing Warrants on a pro-rata basis pursuant to the terms hereunder; (d) the delivery of an opinion of Company Counsel regarding this Agreement and the issuance and delivery of the New Series G Warrants hereunder, in form and substance reasonably acceptable to the Purchasers; (e) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e(f) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Shares and/or Pre-Funded Warrants (as applicable) at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a(i) The Company’s representations and warranties in Section 4 shall be true and correct in all respects at the accuracy date of the Closing, with the same force and effect as if they had been made on and as of the date of the Closing. (ii) The Company shall have performed and complied with in all material respects on the date of the Closing of the representations all agreements and warranties of the Company contained herein; b) all obligations, covenants and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c(iii) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there There shall have been no Material Adverse Effect Change with respect to the Company since the date hereof; and. e(iv) from the date hereof to the Closing, trading in the The Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to “Commission”) Commission or the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading MarketMarket from trading, nor shall a banking moratorium any such suspension have been declared threatened either (A) in writing by the United States Commission or New York State authorities nor the Trading Market or (B) by falling below the minimum listing standards of the Trading Market. No stop order shall there have occurred any material outbreak been imposed by the Commission or escalation the Trading Market. (v) The Company shall have filed the Notification Form: Listing of hostilities Additional Shares for the listing of the Shares and the Warrant Shares, and the Trading Market shall have raised no objection to such notice or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereundercontemplated hereby. (vi) The Company shall have provided the deliverables required under Section 3.3.

Conditions to Purchaser’s Obligations. The respective obligations of Purchaser’s obligation to purchase the Purchasers hereunder in connection with Shares at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived by the Purchaser solely as to itself: a(i) The Company’s representations and warranties in Section 4 shall be true and correct in all respects as of the accuracy date hereof and as of the Closing Date (unless such representation or warranty was made as of a specific date, in which case such representation and warranty shall be true and correct as of such date). (ii) The Company shall have performed and complied with in all material respects on the date of the Closing of the representations all agreements and warranties of the Company contained herein; b) all obligations, covenants and agreements of the Company conditions herein required to be performed at or prior complied with by the Company hereunder on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c(iii) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e(iv) from The Company shall have delivered the items set forth in Section 3.3 that it is required to deliver. (v) From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market, nor shall suspension have been threatened either (except for any suspension of trading of limited duration agreed to A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the New York Stock Exchange, the NYSE American or the Nasdaq Stock Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor authorities. (vi) The Company shall there have occurred any material outbreak or escalation filed with the Trading Market an application for the listing of hostilities or other national or international calamity of the Shares and shall have received no objections to such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in notice from the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunderTrading Market.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of the Closing Date, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as if they had been made on and as of the Closing Date. | ii. The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. v. The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Shares notification form for the listing of the Shares and the Warrant Shares. No objection shall have been raised by the Trading Market with respect to such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in notification and the reasonable judgment consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers and Placement Agents. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchasers hereunder, all of which shall be in full force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Shares at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of the Closing Date, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as if they had been made on and as of the Closing Date. ii. The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. v. The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Shares notification form for the listing of the Shares. No objection shall have been raised by the Trading Market with respect to such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in notification and the reasonable judgment consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers and Placement Agent. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchasers hereunder, all of which shall be in full force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Shares and/or Pre-Funded Warrants (as applicable) at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a(i) the accuracy The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing Closing, with the same force and effect as if they had been made on and as of the date of the Closing, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.6, 4.8, and 4.9, which shall be true and correct in all respects as if they had been made on and as of the Closing. (ii) The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c(iii) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e(iv) from From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. (v) The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Shares notification form for the listing of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment Shares and the Warrant Shares. No objection shall have been raised by the Trading Market with respect to the consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions contemplated by this Agreement. (vi) The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers. (vii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchasers hereunder, all of which shall be in full force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of said date, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as if they had been made on and as of the said date. ii. The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. v. The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Shares notification form for the listing of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment Shares and the Warrant Shares. No objection shall have been raised by the Trading Market with respect to the consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereundercontemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; (b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; (c) all Purchasers parties that are party to the Purchase Agreement Agreements shall have agreed to the terms and conditions of this Agreement, including exercising their respective Outstanding Series G Warrants on a pro-rata basis pursuant to the terms hereunder; (d) the delivery of an opinion of Company Counsel regarding this Agreement and the issuance and delivery of the Series H Warrants hereunder, in form and substance reasonably acceptable to the Purchasers; (e) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e(f) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder and in connection with the Second Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Second Closing of the representations and warranties of the Company contained herein; (b) all obligations, covenants covenants, conditions, deliveries and agreements of the Company required to be performed at or prior to the Second Closing shall have been performed; (c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; (d) the delivery of an opinion of counsel to the Company regarding this Agreement and the Second Closing, in form and substance reasonably acceptable to the Purchasers; (e) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e(f) from the date hereof to the Second Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Second Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. at an Additional Closing. The respective -------------------------------------------------------------- Purchaser's obligations at each Additional Closing, if any, including without limitation its obligation to purchase the Common Stock and the Warrant to be purchased by the Purchaser, are conditioned upon the satisfaction by the Company (or waiver by the Purchaser) of each of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metevents as of such Additional Closing: a) 5.3.1 the accuracy in all material respects on the date of the Second Closing of shall have been consummated; 5.3.2 the representations and warranties of the Company contained set forth in this Agreement shall be true and correct in all material respects as of such Additional Closing as if made on such Additional Closing; 5.3.3 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Company on or before such Additional Closing; 5.3.4 the Company shall have delivered to the Purchaser a certificate, signed by an officer of the Company, certifying that the conditions specified in this paragraph 5.3 have been fulfilled as of such Additional Closing, it being understood that the Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; b) all obligations, covenants and agreements of 5.3.5 the Company required shall have delivered to the Purchaser duly executed certificates representing the Common Stock and Warrant to be performed purchased by the Purchaser at or prior to such Additional Closing; and 5.3.6 since the Closing shall have been performed; c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions date of this Agreement; d) , there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each caseoccurred, in the reasonable judgment of each the Purchaser, makes it impracticable any material adverse change in the business, operations, financial condition, properties, prospects or inadvisable to consummate results of operation of the transactions hereunderCompany.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of the Closing Date, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as if they had been made on and as of the Closing Date. ii. The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. v. The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Shares notification form for the listing of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment Shares and the Warrant Shares. No objection shall have been raised by the Trading Market with respect to the consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchasers hereunder, all of which shall be in full force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; (b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; (c) all Purchasers parties the delivery of an opinion of counsel to the Purchase Company regarding this Agreement shall have agreed and the issuance of the Warrants hereunder, in form and substance reasonably acceptable to the terms and conditions of this AgreementPurchasers; (d) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (e) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects), with the same force and effect as if they had been made on and as of said date, other than the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.8, 4.9, and 4.14 which shall be true and correct in all respects as if they had been made on and as of the said date. ii. The Company contained herein; b) shall have performed and complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except for any the “Commission”) or the Trading Market, nor shall suspension of trading of limited duration agreed to have been threatened either (A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any the Trading Market, nor shall a banking moratorium have been declared either by the United States or States, New York State authorities nor or California authorities. v. The Company shall there have occurred any material outbreak or escalation filed with the Trading Market a Listing of hostilities or other national or international calamity Additional Sharesnotification form for the listing of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment Shares and the Warrant Shares. No objection shall have been raised by the Trading Market with respect to the consummation of each Purchaser, makes it impracticable or inadvisable to consummate the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchasers. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchasers hereunder, all of which shall be in full force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; (b) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; (c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; (d) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (e) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived: a) the accuracy i. The Company’s representations and warranties in Section 4 shall be true and correct in all material respects on at the date of the Closing of (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects). ii. The Company shall have performed and warranties of the Company contained herein; b) complied with in all obligations, covenants material respects all agreements and agreements of the Company conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there iii. There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e) from iv. From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission (except the “Commission”) or the Trading Market. v. The Company shall have filed with the Trading Market a Listing of Additional Shares notification form for any suspension the listing of trading of limited duration agreed to the Warrant Shares. No objection shall have been raised by the CompanyTrading Market with respect to the consummation of the transactions contemplated by this Agreement. vi. The Company shall have delivered the closing deliverables set forth in Section 3.3 to the Purchaser. vii. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated by this Agreement, including the waiver of any applicable registration rights that could affect the rights of the Purchaser hereunder, all of which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunderfull force and effect.

Conditions to Purchaser’s Obligations. The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (a) the accuracy in all material respects on the date of the Closing of the representations and warranties of the Company contained herein; (b) the Registration Statement shall be effective as of the Closing Date for the issuance of the Warrant Shares and the new Warrants; (c) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed; c(d) all Purchasers parties to the Purchase Agreement shall have agreed to delivery of a Secretary's Certificate, attaching the terms and conditions Board of this AgreementDirectors resolutions approving the transactions contemplated hereby; d(e) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and e(f) from the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunder.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Securities at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being met:conditions, unless waived by such Purchaser (as to itself only): a(i) the accuracy The Company’s representations and warranties in Section ‎4 shall be true and correct in all material respects on at the date of the Closing (except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects), with the same force and effect as if they had been made on and as of the date of the Closing, other than the representations and warranties set forth in Sections ‎4.1, ‎4.2, ‎4.3, ‎4.5, ‎4.8, ‎4.9, and ‎4.14, which shall be true and correct in all respects as if they had been made on and as of the Company contained herein; b) all obligations, covenants and agreements date of the Closing. (ii) The Company shall have performed and complied with in all material respects all agreements and conditions herein required to be performed at or prior complied with by the Company on or before the Closing, or any breach or failure to do so has been cured. (iii) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares, and Nasdaq shall have raised no objection to the Closing shall have been performed;consummation of the transactions contemplated hereby. c(iv) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e(v) from No stop order or suspension of trading shall have been imposed by Nasdaq, the date hereof SEC or any other governmental or regulatory body with respect to the Closing, public trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunderStock.

Conditions to Purchaser’s Obligations. The respective obligations of Each Purchaser’s obligation to purchase the Purchasers hereunder in connection with Shares and/or Pre-Funded Warrants (as applicable) at the Closing are is subject to the fulfillment, on or before the Closing, of each of the following conditions being metconditions, unless waived by such Purchaser solely as to itself: a(i) The Company’s representations and warranties in Section 4 shall be true and correct in all respects as of the accuracy date hereof and as of the Closing Date (unless such representation or warranty was made as of a specific date, in which case such representation and warranty shall be true and correct as of such date). (ii) The Company shall have performed and complied with in all material respects on the date of the Closing of the representations all agreements and warranties of the Company contained herein; b) all obligations, covenants and agreements of the Company conditions herein required to be performed at or prior complied with by the Company hereunder on or before the Closing, or any breach or failure to the Closing shall have do so has been performed;cured. c(iii) all Purchasers parties to the Purchase Agreement shall have agreed to the terms and conditions of this Agreement; d) there There shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. e(iv) from The Company shall have delivered the items set forth in Section 3.3 that it is required to deliver. (v) From the date hereof to the ClosingClosing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market, nor shall suspension have been threatened either (except for any suspension of trading of limited duration agreed to A) in writing by the Company, which suspension shall be terminated prior to Commission or the Closing)Trading Market or (B) by falling below the minimum maintenance requirements of the Trading Market, and, at any time prior to the ClosingClosing Date, trading in securities generally as reported by Bloomberg Financial Markets L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the New York Stock Exchange, the NYSE American or the Nasdaq Stock Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor authorities. (vi) The Company shall there have occurred any material outbreak or escalation filed with the Trading Market an application for the listing of hostilities or other national or international calamity of the Shares and shall have received no objections to such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in notice from the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to consummate the transactions hereunderTrading Market.