Common use of CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE Clause in Contracts

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares and the related Warrants to each Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereof: (i) Such Subscriber shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber 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 such Subscriber at or prior to the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. a. The obligation of the Company hereunder to issue and sell the New Ordinary First Closing Shares and the related Warrants to each Subscriber at the First Closing is subject to the satisfaction, at or before the First Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereofdiscretion: (i) Such Subscriber Investor shall have executed each of the Transaction Documents to which it is a party and delivered this Agreement and delivered the same to the Company. (ii) Such Subscriber Investor shall have delivered to the Company the Subscription First Closing Purchase Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyaccordance with Section 1(a)(i) above. (iii) The representations and warranties of such Subscriber Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber Investor 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 such Subscriber Investor at or prior to the First Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. b. The obligation of the Company hereunder to issue and sell the Second/Third Closing Shares is subject to the satisfaction, at or before the Second/Third Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Investor shall have executed this Agreement and delivered the same to the Company. (ii) Investor shall have delivered both the Second Closing Purchase Price and the Third Closing Purchase Price in a single closing in accordance with Section 1(a)(ii) and Section 1(a)(iii) above on or before the ninetieth (90th) day after the Increase becomes effective. (iii) The representations and warranties of Investor shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Investor 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 Investor at or prior to the Second Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares and the related Warrants to each Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereof: (i) Such Subscriber shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements Subscriber shall have delivered to the Company the subscription price Subscription Price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription AgreementsWarrants, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The Company shall have received the full subscription price for the New Ordinary Shares, the Warrants and the Pre-Funded Warrants subscribed for pursuant to the Other Subscription Agreements, which shall be no less than $25,000,000, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of such Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber 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 such Subscriber at or prior to the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. a. The obligation of the Company hereunder to issue and sell the New Ordinary First Closing Investor Shares and issue the related Warrants First Closing Warrant to each Subscriber Investor at the First Closing is subject to the satisfaction, at or before the First Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereofdiscretion: (i) Such Subscriber Investor shall have executed each of and delivered this Agreement and the Transaction Documents to which it is a party Second Registration Rights Amendment and delivered the same to the Company. (ii) Such Subscriber Investor shall have delivered to the Company remainder of the Subscription First Closing Purchase Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Companyaccordance with Section 1(a)(i) above. (iii) The representations and warranties of such Subscriber Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber Investor 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 such Subscriber Investor at or prior to the First Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (v) Investor shall have executed and delivered a forbearance and note modification agreement (the “Note Forbearance”) in the form attached hereto as Exhibit E regarding that certain Second Amended and Restated Secured Convertible Promissory Note delivered by the Company to Investor July 1, 2009 (as amended by the Note Forbearance, the “Note”). (vi) The Company shall have received copies of resolutions of the sole member of Investor duly certified by the sole member approving the transactions contemplated by this Agreement. b. The obligation of the Company hereunder to issue and sell the Second Closing Investor Shares and any Unsubscribed Other Shares and to issue the Second Closing Warrant and any Additional Warrant to Investor at the Second Closing is subject to the satisfaction, at or before the Second Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Investor shall have executed this Agreement, and the Third Registration Rights Amendment and delivered the same to the Company. (ii) Investor shall have delivered the Second Closing Purchase Price and any Second in accordance with Section 1(a)(ii) above. (iii) The representations and warranties of Investor shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Investor 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 Investor at or prior to the Second Closing Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares and the related Warrants to each Subscriber the Lender at the Closing and to otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber the Lender with prior written notice thereof: (ia) Such Subscriber The Lender shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.Company or the other Company Party with respect thereto; (iib) Such Subscriber shall have delivered to The Lender shall, simultaneously with the Closing, make the Loan under the Loan Agreement (provided that the Company the Subscription Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to Company Parties are not in breach in relation thereto or any of the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.other Transaction Documents); (iiic) The representations and warranties of such Subscriber the Lender shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber the Lender 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 such Subscriber the Lender at or prior to the Closing Date; and (d) No suit, proceeding or investigation shall have been commenced, or threatened in writing, by any governmental authority or private Person on any grounds to restrain, enjoin or hinder, or to seek material damages on account of, the consummation of the transaction contemplated by any of the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue and sell the New Ordinary Shares and the related Warrants to each Subscriber Investor at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Subscriber with prior written notice thereofdiscretion: (ia) Such Subscriber Investor shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (iib) Such Subscriber Investor shall have delivered the Cash Purchase Price in accordance with Section 1(a) above and Investor shall direct its transfer agent to issue and deliver the Company Equity Purchase Price within thirty (30) days of the Subscription Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the CompanyClosing. (iiic) The representations and warranties of such Subscriber the Investor shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such Subscriber the Investor 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 such Subscriber the Investor at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares and the related Warrants Preference Shares to each the Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Subscriber with prior written notice thereof: (i) Such The Subscriber shall have executed each of this Agreement and the Transaction Documents to which it is a party Distribution and Supply Agreement and delivered the same to the Company. (ii) Such The Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares and the related Warrants Preference Shares being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, Subscriber at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such the Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and such the Subscriber 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 such the Subscriber at or prior to the Closing Date.