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

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementotherwise) to the Escrow Agent on behalf of each other. The Company shall have filed both the Series E Certificate of Designations and the Series F Certificate of Designations with the State of Texas and shall have delivered to the Escrow Agent on behalf of the Buyer a copy thereof stamped "filed" by the Secretary of State of Texas. b. Prior to or contemporaneous with the Closing, Houston Equal Opportunity Fund, L.P. ("HEOF") has exchanged all of the Company's Series C Callable Redeemable Preferred Stock for shares of the Company's Series D Redeemable Convertible Preferred Stock, and the HEOF in cooperation with the Company has removed the $1.51 put Option from all issued and outstanding shares of the Series D Redeemable Convertible Preferred Stock. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may in its sole discretion require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. d. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note Preferred Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. e. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market BULLETIN BOARD MARKET (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. f. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. g. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E. h. The Company shall have reserved, out of its authorized but unissued Common Stock, that number of shares of Common Stock required to be registered in accordance with the terms of the Registration Rights Agreement. Such reserved shares shall include, without limitation, shares of Common Stock of Cynet Holdings, Inc., which are held by the Escrow Agent for the purpose of satisfying this provision.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market BULLETIN BOARD MARKET (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. The Company shall have filed the Certificate of Designations with the State of Nevada and shall have delivered to the Escrow Agent on behalf of the Buyer a copy thereof stamped "filed" by the Nevada Secretary of State. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note certificate(s) representing the Preferred Stock and Warrant the Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, Preferred Stock on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretionDate is conditioned upon: a. The parties shall have executed adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; b. The execution and delivery of this Agreement, Agreement and the Registration Rights Agreement and by the Escrow Agreement, Company; c. Delivery by the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) Company to the Escrow Agent of the Certificates in accordance with this Agreement; d. The accuracy in all material respects on behalf the Closing Date of each other. b. The the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; e. On the Closing Date, the Registration Rights Agreement shall be true in full force and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) effect and the Company shall have performed, satisfied and complied not be in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to default thereunder; f. On the Closing Date. The , the Buyer may require a certificate, executed by the Chief Executive Officer shall have received an opinion of counsel for the Company, dated as of such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby or requiring any consent or approval which shall not have been obtained; h. From and after the date hereof to and including the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers trading of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction the NASD and trading in securities generally on The NASDAQ/Bulletin Board Market shall not have been enactedsuspended or limited, enterednor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, promulgated nor shall there be any outbreak or endorsed by any court or governmental authority escalation of competent jurisdiction hostilities involving the United States or any self regulatory organization having authority over material adverse change in any financial market that in either case in the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.Preferred Stock.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants the Preferred Shares at the Closing is subject to the satisfaction, on at or before the Closing Datedate of the Closing, of each of the following conditions, provided that these conditions are for the sole benefit of each of the entities constituting the Buyer and may be waived by the Buyer any such entity for itself only at any time in its sole discretion: a. The parties shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow Agent on behalf of each other. b. The Certificate of Designation shall have been filed with the Secretary of State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to the Buyer. c. The Common Stock shall be authorized for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market and trading in the Common Stock on Nasdaq National Market or the Nasdaq SmallCap Market shall not have been suspended by the SEC or Nasdaq. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the date of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Datedate of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to e. The Buyer shall have received the opinion of the Company's counsel dated as of the date of the Closing, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the form of Exhibit D attached hereto. f. The Company shall have executed and delivered to the Buyer the Stock Certificates for the Preferred Shares. g. The Board of Directors of the Company shall have issued and have duly executed by adopted resolutions in substantially the authorized officers form of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Exhibit E attached hereto. d. h. The Common Stock Company shall be authorized not have received from Nasdaq or the National Association of Securities Dealers, Inc. any written or oral communication as to its actual or potential ineligibility for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in continued listing of the Common Stock on such market the Nasdaq National Market, the substance of which shall not have been suspended by the SEC or other relevant regulatory agencypublicly disclosed. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Convertible Debentures at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer Buyer(s) at any time in its sole discretion: a. : The parties Company shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted same to the Buyer(s). The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on behalf The National Association of each other. b. Securities Dealers, Inc. OTC Bulletin Board. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. The Company shall have executed and delivered to the ClosingBuyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. As of the Closing Date, the Company shall have issued reserved out of its authorized and have duly executed by unissued Common Stock, solely for the authorized officers purpose of effecting the conversion of the CompanyConvertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion then outstanding. The Irrevocable Transfer Agent Instructions, in form and delivered substance satisfactory to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCompany's transfer agent. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Convertible Debentures at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer Buyer(s) at any time in its sole discretion: a. (a) The parties Company shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof same to the Buyer(s). (via facsimile or otherwise as permitted b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on behalf The National Association of each otherSecurities Dealers, Inc. OTC Bulletin Board. b. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. c. With respect (d) The Company shall have executed and delivered to the ClosingBuyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) As of the Closing Date, the Company shall have issued reserved out of its authorized and have duly executed by unissued Common Stock, solely for the authorized officers purpose of effecting the conversion of the CompanyConvertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion then outstanding. (f) The Irrevocable Transfer Agent Instructions, in form and delivered substance satisfactory to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCompany's transfer agent. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes the Debentures, the Warrants, the Stock and Warrants the Sigma Stock is subject to the satisfaction, on at or before the Closing Datedate of the applicable Closing, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of the date of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the applicable Closing. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Datedate of such Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closingeach Closing called for herein, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the BuyerBuyer the Debentures, the Note and Warrant Warrants, the Stock and/or the Sigma Stock, as applicable, being sold at the such Closing (via facsimile or otherwise as required by permitted in the Escrow Agreement, provided that any permitted a facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another other national securities exchange or marketmarket including but not limited to the NASDAQ Small Cap Market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statuteThe Company shall not have received, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Datedate of the applicable Closing, substantially in from NASDAQ or the form attached hereto National Association of Securities Dealers, Inc., any written or oral communication as Exhibit E.to its actual or potential ineligibility for continued listing of the Common Stock on the OTC Bulletin Board Market, the substance of which shall not have been publicly disclosed.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the each Buyer hereunder to purchase Notes the Preferred Shares and the Warrants at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the sole each such Buyer's respective benefit of the Buyer and may be waived by the each such Buyer at any time in its sole discretion: a. The parties Company shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Buyer. b. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of New York, and evidence thereof reasonably satisfactory to the applicable Buyer shall have been delivered to such Buyer. c. The Company shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each otherduly executed certificates (in such denominations as the applicable Buyer shall reasonably request) representing the Preferred Shares and the Warrants being so purchased in accordance with Section 1(b) above. b. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require Buyers shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer or the Treasurer 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 the Buyer. c. With such Buyer including, but not limited to certificates with respect to the ClosingCompany's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Company shall have issued transactions contemplated hereby and have duly executed by the authorized incumbency and signatures of each of the officers of the Company, and delivered to the Escrow Agent Company who shall execute on behalf of the Buyer, the Note and Warrant being sold at Company any document delivered on the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agencyDate. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. Trading and listing of the Common Stock on the AMEX shall not have been suspended by the SEC or the AMEX. g. The Escrow Agent Buyers shall have received on behalf an opinion of the Buyer the opinion of Company Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyers and in substantially in the same form attached hereto as Exhibit E."F" attached hereto. h. The Common Stock required to be authorized and reserved pursuant to Section V(A) of the Certificate of Designation shall have been duly authorized and reserved by the Company. i. An aggregate Purchase Price of at least $10,000,000 shall have been received by the Escrow Agent. j. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority in interest of the Buyers, shall have been delivered to the transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase Notes and Warrants the Convertible Debentures at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. (a) The parties Company shall have executed this Agreement, the Investor Registration Rights Agreement, the Escrow Agreement and the Escrow AgreementIrrevocable Transfer Agent Instructions, the parties shall have and delivered the respective documents or signature pages thereof same to the Buyer. (via facsimile or otherwise as permitted b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on behalf The National Association of each otherSecurities Dealers, Inc. OTC Bulletin Board. b. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. c. With respect (d) The Company shall have executed and delivered to the ClosingBuyer the Convertible Debentures. (e) As of the Closing Date, the Company shall have issued reserved out of its authorized and have duly executed by unissued Common Stock, solely for the authorized officers purpose of effecting the conversion of the CompanyConvertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in form and delivered substance satisfactory to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits Company's transfer agent. (g) The Company shall have provided to the consummation of any Investor an acknowledgment to the satisfaction of the transactions contemplated hereinInvestor, from the Company's accountants as to the accountant's ability to provide all consents required in order to file a registration statement in connection with this transaction. f. (h) The Escrow Agent Company's transfer agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.be DWAC eligible.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Units at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units, all of which shall be in full force and effect. (ii) The Company shall have delivered to the Buyers a certificate, executed by the Chief Executive Officer on behalf of the CompanyCompany by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Units, including the PPO Warrants and the Common Stock underlying the Units and PPO Warrants, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the foregoing effect signatures and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers authority of the Company, and delivered to the Escrow Agent persons signing this Agreement on behalf of the BuyerCompany. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)certificate has changed. d. (iii) The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or marketBuyer(s) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of opinions from the Buyer the opinion of Company counselCompany’s and Raditaz’s legal counsels, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E..

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase Notes and Warrants the Debentures at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties Company shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow Agent on behalf of each otherBuyer. b. The Common Stock shall be authorized for quotation on the over- the-counter market, AMEX the NASDAQ National Market or The New York Stock Exchange, Inc., trading in the Common Stock shall not have been suspended for any reason and all of the Conversion Shares issuable upon conversion of the Debentures shall be approved for listing on the over-the-counter market, AMEX, the NASDAQ National Market or The New York Stock Exchange, Inc. c. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the ClosingBuyer including, the Company shall have issued and have duly executed by the authorized officers without limitation an update as of the Company, and delivered to Closing Date regarding the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1representation contained in Section 3(c) business day after facsimile of same to the Escrow Agent)above. d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent Buyer shall have received on behalf of the Buyer the opinion of Company counsel, the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially in the form of Exhibit "D" attached hereto hereto. e. The Company shall have executed and delivered to the Buyer the Certificates (in such denominations as the Buyer shall request) for the Debentures being purchased by the Buyer at the Closing. f. The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit E."E" attached hereto. g. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Debentures, such number of shares of Common Stock equal to or greater than 150% of the number of shares of Common Stock for which are issuable upon conversion of all of the Debentures which could be issued (based upon a conversion effective as of the day before the Closing Date) under this Agreement or the Debentures. h. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, Preferred Stock on or before the Closing Date, of Date and each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretionAdditional Closing Date is conditioned upon: a. The parties shall have executed Acceptance by the Company of this Agreement for the sale of Preferred Stock, as indicated by execution of this Agreement, ; b. Delivery by the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) Company to the Escrow Agent of the appropriate Preferred Stock in accordance with this Agreement; c. The accuracy in all material respects on behalf the Closing Date and each Additional Closing Date of each other. b. The the representations and warranties of the Company shall be true and correct contained in all material respects this Agreement as of if made on the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) such Additional Closing 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 performance by the Company at on or prior to before the Closing Date and each Additional Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and such Additional Closing Date. The , and as to Additional Preferred Stock, the conditions set forth in Section 4j; and d. On the Closing Date and each Additional Closing Date, the Buyer may require a certificate, executed by the Chief Executive Officer having received an opinion of counsel for the Company, dated as of the Closing Date and each Additional Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation effect set forth in ANNEX III attached hereto, and on the OTC Bulletin Board Market (or another national securities exchange or market) first Closing Date only, the Registration Rights Agreement annexed hereto as ANNEX IV and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agencyWarrants. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of adversely effects any of the transactions contemplated hereinby this Agreement or the 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 this Agreement or the Transaction Documents. f. The Escrow Agent From and after the date hereof to and including the initial Closing Date and each Additional Closing Date, the trading of the Common Stock shall not have received been suspended by the SEC, or the NASD and trading in securities generally on behalf the New York Stock Exchange or NASDAQ/SmallCap shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ/Small Cap, 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 the Buyer makes it impracticable or inadvisable to purchase the opinion of Company counselinitial Preferred Stock or the Additional Preferred Stock, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.case may be.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants Debentures is subject to the satisfaction, on or before the Closing Datedate of the Closing, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) ), to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of the date of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the Closing. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Datedate of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant original Debentures being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)thereat. d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statuteThe Company shall not have received, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Datedate of the Closing, substantially in from the form attached hereto National Association of Securities Dealers or any other relevant regulatory agency, any written or oral communication as Exhibit E.to its actual or potential ineligibility for the Common Stock to continue trading on the OTC Bulletin Board Market.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase the Notes and the Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) ), to the Escrow Agent on behalf of each other.; b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at on or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to On or before the ClosingClosing Date, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note original Notes and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Closing. d. The Common Stock shall be authorized listed for quotation on the OTC Bulletin Board Nasdaq Small Cap Market (or another national securities exchange or market) , and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. The Company shall not have received, as of the Closing Date, from the National Association of Securities Dealers or any other relevant regulatory agency, any written or oral communication as to its actual or potential ineligibility for the Common Stock to continue trading on a national securities exchange or market. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, in the form attached hereto as Exhibit E. g. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. h. The Escrow Agent Company shall have received on behalf of executed the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially security agreement in the form attached hereto as Exhibit E.F (the Security Agreement), and filed financing statements with respect to the Collateral (as defined in the Security Agreement) as required under the laws of the State of Florida to perfect a security interest in the Collateral.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants the Securities is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow Agent on behalf of each other. b. Until the Closing Date, the IMCI Common Stock shall be authorized for quotation on the Small Cap Market of the National Association of Securities Dealers Automated Quotation ("NASDAQ") System ("NASDAQ SmallCap") and trading in the Common Stock on NASDAQ SmallCap shall not have been suspended by the SEC or NASDAQ. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect d. The parties shall have executed and delivered the Assignment in form, scope and substance reasonably satisfactory to the Closing, the Buyer. e. The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common IMCI Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCertificate. f. The Escrow Agent Spectra shall have received on behalf executed and delivered the Spectra Certificate and the Warrants to the Buyer (which, although a condition to the completion of this transaction, shall be delivered within 3 days of the Buyer the opinion execution of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.this Agreement).

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase Notes and Warrants the Series A Preferred Shares at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. (a) The parties Company shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof same to the Buyer. (via facsimile or otherwise as permitted b) The Common Stock shall be authorized for quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Series A Preferred Shares shall be approved for listing or quotation on behalf of each otherThe Nasdaq Stock Market, Inc.'s OTC Bulletin Board. b. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. c. With respect to the Closing, the Company (d) The Buyer shall have issued and have duly executed by received the authorized officers opinion of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, 's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially in the form of Exhibit F attached hereto hereto. (e) The Company shall have executed and delivered to the Buyer the Certificates (in such denominations as the Buyer shall request) for the Series A Preferred Shares being purchased by the Buyer at the Closing. (f) The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit E.G attached hereto. (g) As of the Closing Date, the Company shall as of the Closing Date have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Shares and permitting the exercise of the Warrants, 13,400,000 shares of Common Stock to effect the conversion of all of the Series A Preferred Shares and the exercise of all the Warrants then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyers to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer Buyers and may be waived by the Buyer Buyers at any time in its their sole discretion: a. The parties shall have executed this Agreement, Securities Purchase Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementotherwise) to the Escrow Agent on behalf of each otherother parties. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Securities Purchase Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer Buyers may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyers. c. With respect As of the Closing Date, the Company will have filed an amendment to the Company's Certificate of Incorporation in the form attached as Exhibit 7(c). d. On each Closing Date, the Company's Treasurer or Chief Financial Officer will certify to the Buyers that there have been no material adverse changes in the Company's financial condition as disclosed in the Company's most recent financial statements. e. The Buyers must have completed their due diligence investigation of the Company. f. The Company shall have received all necessary consents needed to complete the sale of the Securities. g. At the Closing, the Company will deliver a "blue sky" memorandum from its counsel regarding the sale of the Securities to Buyers. h. At the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the BuyerBuyers, the Note Preferred Stock and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Closing. d. i. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another a national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. j. The Company shall not have received, as of the Closing Date, from the National Association of Securities Dealers, any written or oral communication as to its actual or potential ineligibility for continued listing of the Common Stock on the OTC Bulletin Board (or a national securities exchange or market). k. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. l. The Escrow Agent Buyers shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.D.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, Preferred Stock on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretionDate is conditioned upon: a. The parties shall have executed Acceptance by the Company of this Agreement for the sale of Preferred Stock, as indicated by execution of this Agreement, ; b. Delivery by the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) Company to the Escrow Signatory or Signatory's Agent of the appropriate Preferred Stock in accordance with this Agreement; c. The accuracy in all material respects on behalf the Closing Date of each other. b. The the representations and warranties of the Company shall be true and correct contained in all material respects this Agreement as of if made on the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to before the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer Date of all covenants and agreements of the CompanyCompany required to be performed on or before the Closing Date and as to Preferred Stock, dated as of and d. On the Closing Date, to Buyer having received the foregoing effect Registration Rights Agreement annexed hereto as Annex III and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agencyWarrants. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of adversely effects any of the transactions contemplated hereinby this Agreement or the 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 this Agreement or the Transaction Documents. f. The Escrow Agent shall have received on behalf If the date of this Securities Purchase Ageement and the Buyer Closing Date are different, then from and after the opinion of Company counsel, dated as of date hereof to and including the Closing Date, substantially 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, NASDAQ/Small Cap, or Bulletin Board, as applicable, shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ/Small Cap or Bulletin Board, as applicable, 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 form attached hereto as Exhibit E.reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Preferred Stock.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, Preferred Stock on or before the Closing Date, of Date and each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretionAdditional Closing Date is conditioned upon: a. The parties shall have executed Acceptance by the Company of this Agreement for the sale of Preferred Stock, as indicated by execution of this Agreement, ; b. Delivery by the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) Company to the Escrow Agent of the appropriate Preferred Stock in accordance with this Agreement and the warrants within ten (10) days subsequent to Closing; c. The accuracy in all material respects on behalf the Closing Date and each Additional Closing Date of each other. b. The the representations and warranties of the Company shall be true and correct contained in all material respects this Agreement as of if made on the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) such Additional Closing 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 performance by the Company at on or prior to before the Closing Date and each Additional Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and such Additional Closing Date. The , and as to Additional Preferred Stock, the conditions set forth in ss.4j; and d. On the Closing Date and each Additional Closing Date, the Buyer may require a certificate, executed by the Chief Executive Officer having received an opinion of counsel for the Company, dated as of the Closing Date and each Additional Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation effect set forth in Annex III attached hereto, and on the OTC Bulletin Board Market (or another national securities exchange or market) Initial Closing Date only, the Registration Rights Agreement annexed hereto as Annex IV and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agencyWarrants. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been be enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of adversely effects any of the transactions contemplated hereinby this Agreement or the 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 this Agreement or the Transaction Documents. f. The Escrow Agent From and after the date hereof to and including the initial Closing Date and each Additional Closing Date, the trading of the Common Stock shall not have received been suspended by the SEC, or the NASD and trading in securities generally on behalf the New York Stock Exchange or NASDAQ/SmallCap shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ/Small Cap, 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 the Buyer makes it impracticable or inadvisable to purchase the opinion of Company counselinitial Preferred Stock or the Additional Preferred Stock, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.case may be.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Units at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units, all of which shall be in full force and effect. (ii) The Company shall have delivered to the Buyers a certificate, executed by the Chief Executive Officer on behalf of the CompanyCompany by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Units, including the PPO Warrants and the Common Stock underlying the Units and PPO Warrants, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the foregoing effect signatures and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers authority of the Company, and delivered to the Escrow Agent persons signing this Agreement on behalf of the BuyerCompany. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)certificate has changed. d. (iii) The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or marketBuyer(s) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of opinions from the Buyer the opinion of Company counselCompany’s and Symbid’s legal counsels, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E..

Conditions to The Buyer’s Obligation to Purchase. The obligation of the each Buyer hereunder to purchase Notes the Preferred Shares and the Warrants at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the sole each such Buyer's respective benefit of the Buyer and may be waived by the each such Buyer at any time in its sole discretion: a. The parties Company shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Buyer. b. The Certificate of Designation shall have been filed with the Secretary of State of the State of Massachusetts, and evidence thereof reasonably satisfactory to the applicable Buyer shall have been delivered to such Buyer. c. The Company shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each otherduly executed certificates (in such denominations as the applicable Buyer shall reasonably request) representing the Preferred Shares and the Warrants being so purchased in accordance with Section 1(b) above. b. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require Buyers shall have received a certificatecertificate or certificates, executed by the Chief Executive Officer or the Treasurer 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 the Buyer. c. With such Buyer including, but not limited to certificates with respect to the ClosingCompany's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Company shall have issued transactions contemplated hereby and have duly executed by the authorized incumbency and signatures of each of the officers of the Company, and delivered to the Escrow Agent Company who shall execute on behalf of the Buyer, the Note and Warrant being sold at Company any document delivered on the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agencyDate. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. Trading and listing of the Common Stock on Nasdaq shall not have been suspended by the SEC or Nasdaq. g. The Escrow Agent Buyers shall have received on behalf an opinion of the Buyer the opinion of Company Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyers and in substantially in the same form attached hereto as Exhibit E."F" attached hereto. h. The Buyers shall have received an officer's certificate described in Section 3(c) above, dated as of the Closing Date. i. The Common Stock required to be authorized and reserved pursuant to Section V(A) of the Certificate of Designation shall have been duly authorized and reserved by the Company. j. An aggregate Purchase Price of at least $20,000,000 shall have been received by the Escrow Agent.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyers to purchase Notes and Warrants the Preferred Shares is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers' sole benefit of the Buyer and may be waived by the Buyer Buyers at any time in its their sole discretion: a. The parties shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow Agent on behalf of each other. b. The representations Company and warranties GFL shall have executed the Side Letter Agreement and delivered the same to each other. (i) The Board of Directors of the Company shall be true have caused the Company to file with the Secretary of State of Delaware the Certificate of Designation in the form attached hereto as Exhibit C(1); (ii) the Controlling Shareholders shall have executed and correct in all material respects as delivered to the Buyers a Written Consent of Shareholders approving the filing by the Company with the Secretary of State of Delaware of the date made Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit C(2); and (iii) the Board of Closing Date as though made at that time (except for representations and warranties that speak as Directors of a specific date) and the Company shall have performed, satisfied and complied taken all other necessary or appropriate actions in all material respects with order to effectuate the covenants, agreements and conditions required filing by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of promptly as possible after the Closing Date, to with the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers Secretary of State of Delaware of the Company, Amended and delivered to Restated Certificate of Incorporation in the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise form attached hereto as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow AgentExhibit C(2). d. The Until the Effective Date, as defined in the Registration Rights Agreement, the Common Stock shall be authorized for quotation on the OTC Bulletin Board Small Cap Market of the National Association of Securities Dealers Automated Quotation (or another national securities exchange or market"NASDAQ") System ("NASDAQ SmallCap") and trading in the Common Stock on such market NASDAQ SmallCap shall not have been suspended by the SEC or other relevant regulatory agencyNASDAQ. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent Buyers shall have received on behalf of the Buyer the opinion of Company counsel, the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyers and in substantially in the same form attached hereto as Exhibit E.D. f. The Company shall have executed and delivered the Stock Certificate to the Buyers.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyers hereunder to purchase Notes and Warrants the Shares from the Selling Shareholders at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyers’ sole benefit of the Buyer and may be waived by the Buyer Buyers at any time in its sole discretiondiscretion by providing the Selling Shareholders with prior written notice thereof: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company Selling Shareholders shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company Selling Shareholders shall have in all material respects performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement Agreement. b. Each Buyer shall be satisfied, in its sole and absolute discretion, with the results of its legal, financial, business and technical due diligence performed with respect to be performedthe Company. c. The Selling Shareholders shall have assigned their rights under the Registration Rights Agreement, satisfied or complied with by pursuant to an assignment agreement in form, scope and substance reasonably satisfactory to Buyers and in substantially the form of Exhibit C attached hereto, and the Company at or prior shall have consented in writing to such assignment. d. The Buyers shall have received the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer opinion of the Company, both Cayman Islands legal counsel and Singapore legal counsel dated as of the Closing Date, in customary form, scope and substance reasonably satisfactory to the foregoing effect Buyers and as to the Selling Shareholders, and such other matters legal opinions with respect to any additional Selling Shareholders joining this Agreement in accordance with Section 1(c) as may be reasonably requested by the BuyerBuyers. c. With respect to e. On the ClosingClosing Date, the Company Selling Shareholders shall have issued and have duly executed by delivered the authorized officers Closing Share Deliverables in respect of the Company, Shares to be sold by them pursuant to this Agreement. f. Each Selling Shareholder shall have executed and delivered to the Escrow Agent on behalf Buyers a cross-receipt acknowledging each Selling Shareholder’s receipt of the Buyer, full aggregate Per Share Cash Purchase Price for the Note and Warrant being sold Shares purchased from such Selling Shareholder by the Buyers at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents Closing. g. The Selling Shareholder shall be followed with physical delivery have delivered wire transfer instructions to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Buyers. d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent Buyer on behalf of each other. The Company shall have filed the Certificate of Designations with the State of Delaware and shall have delivered to the Buyer a copy thereof stamped "filed" by the Delaware Secretary of State. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent Buyer on behalf of the Buyer, the Note Preferred Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)facsimile. d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent Buyer shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.D.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Units at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units, all of which shall be in full force and effect. (ii) The Company shall have delivered to the Buyers a certificate, executed by the Chief Executive Officer on behalf of the CompanyCompany by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Units, including the PPO Warrants and the Common Stock underlying the Units and PPO Warrants, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the foregoing effect signatures and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers authority of the Company, and delivered to the Escrow Agent persons signing this Agreement on behalf of the BuyerCompany. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)certificate has changed. d. (iii) The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or marketBuyer(s) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of opinions from the Buyer the opinion of Company counselCompany’s and Raditaz’s legal counsels, dated as of the Closing Date, substantially in . The foregoing opinions shall only be required to be delivered on the form attached hereto as Exhibit E.first Closing Date.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation of the Buyer to purchase Notes the relevant Purchased Securities on the relevant Closing Date is conditioned upon: A. The execution and Warrants is subject to delivery of this Agreement and the satisfaction, other Transaction Agreements by the Company on or before the Buyer's Closing Date, of each ; B. The filing of the following conditions, provided that these conditions are for Certificate of Designations in the sole benefit State of Incorporation and in any other state where such filing is required prior to the Buyer and may be waived Initial Closing Date; C. The delivery by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) Company to the Escrow Agent of the relevant Certificates in accordance with this Agreement; D. Delivery by the Company to the Escrow Agent of the executed Company Principal's Agreements from each Company Principal and the related Principals (as defined in each Company Principal's Agreement) of such Company Principal; E. On such Closing Date, each of the Transaction Agreements executed by the Company on behalf or before such date shall be in full force and effect and the Company shall not be in default thereunder; F. The accuracy in all material respects on such Closing Date of each other. b. The the representations and warranties of the Company shall be true contained in this Agreement, each as if made on such date, and correct in the performance by the Company on or before such date of all material respects as covenants and agreements of the date made Company required to be performed on or before such date; and as of with respect to each Additional Closing Date, (x) there shall have been no Material Adverse Effect from the Initial Closing Date as though made at that time through and including the Additional Closing Date and (except for representations and warranties that speak as y) an executive officer of a specific date) and the Company shall have performedissue an Officer's Certificate substantially in the form of ANNEX VIII hereto with respect thereto; provided, satisfied and complied however, that such Officer's Certificate may update certain information, such as the number of shares of the Company's stock outstanding, included in all material respects with Section 3); G. On the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Initial Closing Date. The , the Buyer may require a certificate, executed by the Chief Executive Officer shall have received an opinion of counsel for the Company, dated as of the such Closing Date, in form, scope and substance reasonably satisfactory to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery substantially to the Escrow Agent effect set forth in ANNEX III attached hereto; and on any Additional Closing Date, the Buyer purchasing Purchased Securities on such Closing Date shall have received such an opinion or a statement from counsel to the Company that such Buyer may rely on an opinion previously issued to Other Buyers; H. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and I. From and after the date hereof to and including such Closing Date, each of the original instrument or security within one following conditions will remain in effect: (1i) business day after facsimile the trading of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been enactedsuspended or limited; (iii), entered, promulgated or endorsed by no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any court or governmental authority of competent jurisdiction or material adverse change in any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinfinancial market. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Company on or before such Closing Date; b. The delivery by the Company to the Escrow Agent of the Buyer to purchase Notes and Warrants is subject Certificates in accordance with this Agreement; c. The delivery by the Company to the satisfaction, Escrow Agent on or before the Closing Date of the executed Company Principal’s Agreements from each Company Principal and the related Principals (as defined in each Company Principal’s Agreement) of such Company Principal; d. The Company shall have delivered to the Buyer copies of all requisite third party consents and/or waivers described in the Disclosure Annex; e. On such Closing Date, of each of the following conditions, provided that these conditions are for Transaction Agreements executed by the sole benefit Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; f. The accuracy in all material respects on such Closing Date of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date if made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific on such date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer before such date of all covenants and agreements of the Company, dated as of the Closing Date, Company required to the foregoing effect and as to be performed on or before such other matters as may be reasonably requested by the Buyer.date; c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical g. The delivery to the Escrow Agent of an opinion of counsel for the original instrument or security within one (1) business day after facsimile of same Company, dated such Closing Date, addressed to the Escrow Buyer and the Other Buyers and to the Placement Agent)., in form, scope and substance reasonably satisfactory to the Buyer and the Placement Agent, substantially to the effect set forth in Annex III attached hereto; d. The Common Stock h. There shall not be authorized for quotation on in effect any law, rule or regulation prohibiting or restricting the OTC Bulletin Board Market transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and i. From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (or another national securities exchange or marketi) and the trading in of the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been enactedsuspended or limited; (iii), entered, promulgated or endorsed by no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any court or governmental authority of competent jurisdiction or material adverse change in any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinfinancial market. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementotherwise) to the Escrow Agent on behalf of each other. The Company shall have filed the Certificate of Designations with the State of Delaware and shall have delivered to the Escrow Agent on behalf of the Buyer a copy thereof stamped "filed" by the Secretary of State of Delaware. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may in its sole discretion require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note Preferred Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E. g. The Company, The Buyer and E-Start Limited, Inc., have executed that lock-up agreement, the form of which is attached hereto as Schedule 7(g).

Conditions to The Buyer’s Obligation to Purchase. The obligation of ------------------------------------------------ the Buyer to purchase Notes the Note and Warrants Warrant is subject to the satisfaction, on or before the Closing Date, of each of the following conditions; provided, provided however, that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. (a) The parties Company shall have (i) executed this the Agreements and (ii) delivered such documents and the executed Pledge Agreements and the SVB Subordination Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile overnight delivery or as otherwise as permitted provided in the Escrow Agreement), together with such other items as may be required by this Agreement, to the Escrow Agent. (b) The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of each otherthe Buyer, the original Note and Warrant (via overnight delivery or as otherwise provided by the Escrow Agreement). b. (c) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, Company and dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1d) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another listing on a national securities exchange or other market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated entered or endorsed issued by 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 herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the relevant Purchased Securities on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Company on or before such Closing Date; b. The delivery by the Company to the Document Escrow Agent of the Buyer to purchase Notes and Warrants is subject relevant Certificates in accordance with this Agreement; c. The delivery by the Company to the satisfaction, Document Escrow Agent on or before the Initial Closing Date of the executed Company Principal's Agreements from each Company Principal and the related Principals (as defined in each Company Principal's Agreement) of such Company Principal; d. On such Closing Date, of each of the following conditions, provided that these conditions are for Transaction Agreements executed by the sole benefit Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. The accuracy in all material respects on such Closing Date of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; f. The delivery to the Document Escrow Agent of an opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer and the Other Buyers and to the Placement Agent, in form, scope and substance reasonably satisfactory to the Buyer and the Placement Agent, substantially to the effect set forth in Annex III attached hereto; provided, that, on the Additional Closing Date such opinion may refer to the opinion issued on the Initial Closing Date and indicate that the Buyer and the Placement Agent may continue to rely on it with respect to the transactions and the securities issued in connection with the Additional Closing Date; g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; h. From and after the date hereof to and including such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii), no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market; and i. With respect to the Additional Closing Date, (i) the receipt by the Document Escrow Agent of the Filing Evidence on or before the Filing Evidence Date; (ii) the receipt by the Buyer of the Additional Closing Date Notice, which shall have been duly and timely given as provided in the relevant provisions of Section 6(b); and (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects as of if made on the date made and as of Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific daterather than the Initial Closing Date) and there shall have been no Material Adverse Effect from the Initial Closing Date through and including the Additional Closing Date (and an executive officer of the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, issue an Officer's Certificate substantially in the form attached of Annex X hereto with respect thereto; provided, however, that such Officer's Certificate may update certain information, such as Exhibit E.the number of shares of the Company's stock outstanding, included in Section 3).

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants Preferred Shares is subject to the satisfaction, on or before the Closing Datedate of the applicable Closing, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The Series D Articles and the Series E Articles shall have been duly authorized and filed with the Secretary of State of the state of Delaware; the parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) ), to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of the date of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Datedate of the applicable Closing. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Datedate of such Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closingeach Closing called for herein, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant original Preferred Shares being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Closing. d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board NASDAQ Small Cap Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been then be suspended by the SEC or other relevant regulatory agency. e. No statuteThe Company shall not have received, ruleas of the date of the applicable Closing, regulationfrom the National Association of Securities Dealers or any other relevant regulatory agency, executive orderany written or oral communication that the Common Stock is not eligible to continue trading on the NASDAQ Small Cap Market. f. With respect to each Additional Closing, decree, ruling or injunction the conditions for closing listed in Section 4(1) above shall have been enactedmet by the Company, enteredincluding without limitation the condition that the Common Stock into which the Series E Preferred then being sold is convertible, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.Warrant Shares

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementotherwise) to the Escrow Buyer's Agent on behalf of each other. The Company shall have filed the Certificate of Designations with the State of Nevada and shall have delivered to the Buyer's Agent on behalf of the Buyer a copy thereof stamped "filed" by the Nevada Secretary of State. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Buyer's Agent on behalf of the Buyer, the Note Preferred Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent).or d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Buyer's Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E. g. The Company has made a tender offer (the "Tender Offer") to the holders of the Series A Preferred Shares (the "Series A Holders"). The Tender Offer expires on May 19, 2000 (the "Expiration Date"), unless extended by the Company. The Tender Offer shall have expired, and on or prior to the Expiration Date the Company shall have received written notification from Series A Holders owning at least fifty-one percent (51%) of the Series A Preferred Shares that such Series A Holders have irrevocably accepted the Tender Offer. The Company shall provide the Buyer with written certification, executed by an executive officer of the Company, that the Tender Offer has expired, along with the number of Series A Holders that accepted the Tender Offer and the percentage of the total Series A Preferred Shares owned by such accepting Series A Holders.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note and Warrant Notes being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.D.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Preferred Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. The Company shall have filed the Certificate of Designations with the State of Nevada and shall have delivered to the Escrow Agent on behalf of the Buyer a copy thereof stamped "filed" by the Nevada Secretary of State. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note Preferred Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E. g. The Company has made a tender offer (the "Tender Offer") to the holders of the Series A Preferred Shares (the "Series A Holders"). The Tender Offer expires on May 19, 2000 (the "Expiration Date"), unless extended by the Company. The Tender Offer shall have expired, and on or prior to the Expiration Date the Company shall have received written notification from Series A Holders owning at least fifty-one percent (51%) of the Series A Preferred Shares that such Series A Holders have irrevocably accepted the Tender Offer. The Company shall provide the Buyer with written certification, executed by an executive officer of the Company, that the Tender Offer has expired, along with the number of Series A Holders that accepted the Tender Offer and the percentage of the total Series A Preferred Shares owned by such accepting Series A Holders.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer to purchase Notes Common Stock and Warrants is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may in its sole discretion require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer. c. With respect to the Closing, the The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Agent on behalf of the Buyer, the Note Common Stock certificate(s) and Warrant Warrants being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent)Closing. d. The Common Stock and Warrant Shares shall be authorized for quotation on the OTC Bulletin Board Market BULLETIN BOARD MARKET (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC SEC, the NASD or any other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Escrow Agent Buyer shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.C. g. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Closing.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Common Shares and acquire the Warrants on the Closing Date is conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Buyer in its sole discretion): (a) The receipt by the Buyer of the Company's executed signature page to purchase Notes and Warrants is subject this Agreement; (b) Delivery by the Company to the satisfactionBuyer (or its counsel) of the certificates for the Common Shares, the Callable Warrants and the Class A Warrants in accordance with this Agreement; (c) 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 performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date, of each of the following conditions, provided that these conditions are for the sole benefit of the Buyer and may be waived receipt by the Buyer at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent on behalf of each other. b. The representations and warranties of the Company shall be true and correct in all material respects as of the date made and as of Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performedcertificate, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to dated the Closing Date. The Buyer may require a certificate, executed by of the Chief Executive Officer of the CompanyCompany confirming such matters and such other matters as the Buyer may reasonably request; (d) The receipt by the Buyer of a certificate, dated as of the Closing Date, of the Secretary of the Company certifying (1) the Certificate of Incorporation, as amended, and By-Laws of the Company as in effect on the Closing Date and (2) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the foregoing effect and as to such other matters as transactions contemplated hereby (which may be reasonably requested by the Buyer. c. With respect to same resolutions adopted for the Closing, Prior Subscription Agreement if sufficient in the Company shall have issued and have duly executed by the authorized officers reasonable opinion of the Company's counsel); (e) Receipt by the Buyer on the Closing Date of an opinion of Ropes & Xxxx, dated the Closing Date, in such form, scope and delivered substance reasonably satisfactory to the Escrow Agent on behalf of the Buyer, to the Note and Warrant being sold at effect set forth in ANNEX IV attached hereto. (f) From the date hereof to the Closing (via facsimile or otherwise as required by the Escrow AgreementDate, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Company's Common Stock on such market shall not have been suspended by the SEC and trading in securities generally as reported by Nasdaq shall not have been suspended or other relevant regulatory agencylimited, and the Common Stock shall be listed on Nasdaq. e. (g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement, the Warrants or the Registration Rights Agreement. The NASD shall not have objected or indicated that it may object to the consummation of any of the transactions contemplated by this Agreement. f. (h) The Escrow Agent Company and the Buyer shall have received on behalf of executed and delivered the Registration Rights Agreement. (i) The Company shall have delivered to the Buyer such other documents relating to the opinion of Company counsel, dated transactions contemplated by this Agreement as of the Closing Date, substantially in the form attached hereto as Exhibit E.Buyer or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer Buyer(s) hereunder to purchase Notes and Warrants the Series B Preferred Shares at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer Buyer(s) at any time in its sole discretion: a. (a) The parties Company shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, the parties shall have and delivered the respective documents or signature pages thereof same to the Buyer(s). (via facsimile or otherwise as permitted b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Series B Preferred Shares shall be approved for listing or quotation on behalf The National Association of each otherSecurities Dealers, Inc. OTC Bulletin Board. b. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. c. With respect to the Closing, the (d) The Company shall have issued and have duly executed by the authorized officers of the Company, and delivered to the Escrow Buyer(s) the Series B Preferred Shares in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (g) The Irrevocable Transfer Agent on behalf of Instructions, in form and substance satisfactory to the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCompany's transfer agent. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase Notes and Warrants the Convertible Debentures at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit of the Buyer and may be waived by the Buyer at any time in its sole discretion: a. (a) The parties Company shall have executed this Agreement, the Registration Rights Agreement and the Escrow Investor Registration Rights Agreement, the parties shall have and delivered the respective documents or signature pages thereof same to the Buyer. (via facsimile or otherwise as permitted b) The Common Stock shall be authorized for quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board, trading in the Escrow Agreement) to Common Stock shall not have been suspended for any reason and all of the Escrow Agent Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on behalf The National Association of each otherSecurities Dealers, Inc. OTC Bulletin Board. b. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer may require shall have received a certificate, executed by the Chief Executive Officer President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the BuyerBuyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. c. With respect (d) The Company shall have executed and delivered to the ClosingBuyer the Convertible Debentures. (e) As of the Closing Date, the Company shall have issued reserved out of its authorized and have duly executed by unissued Common Stock, solely for the authorized officers purpose of effecting the conversion of the CompanyConvertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (f) The Irrevocable Transfer Agent Instructions, in form and delivered substance satisfactory to the Escrow Agent on behalf of the Buyer, the Note and Warrant being sold at the Closing (via facsimile or otherwise as required by the Escrow Agreement, provided that any permitted facsimile of such documents shall be followed with physical delivery to the Escrow Agent of the original instrument or security within one (1) business day after facsimile of same to the Escrow Agent). d. The Common Stock shall be authorized for quotation on the OTC Bulletin Board Market (or another national securities exchange or market) and trading in the Common Stock on such market shall not have been suspended by the SEC or other relevant regulatory agency. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCompany's transfer agent. f. The Escrow Agent shall have received on behalf of the Buyer the opinion of Company counsel, dated as of the Closing Date, substantially in the form attached hereto as Exhibit E.