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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures and the Warrants to the Purchaser Lender pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement by the PurchaserLender; and b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note and the Warrants to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures and the Warrants to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note relevant Debentures to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the relevant Debentures in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Notes, the Issued Shares and the Warrants to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Purchased Securities to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer on or before the Closing Date; b. Delivery by the Purchaser Buyer to the Company Escrow Agent by the Closing Date of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note Note, or any shares being issued in connection with this Agreement or any other agreement entered into by the parties hereto, in the event such shares are issued to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note relevant Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the relevant Preferred Stock in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Purchased Securities to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement by the PurchaserLender on or before the Closing Date; and b. Delivery by the Purchaser Lender to the Company Escrow Agent by the Closing Date of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's ’s obligation to sell the Note Notes to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender b. Delivery by the Purchaser to the Company of Lender good funds as payment in full of an amount equal to the Purchase Loan Amount less $20,000 in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Each Investor understands that the Company's obligation to sell the Note Shares to the Purchaser such Investor pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Purchase Agreement and the Registration Rights Agreement by the Purchaser; andsuch Investor; b. Delivery by the Purchaser such Investor to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Shares in accordance with this Purchase Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser such Investor contained in this Purchase Agreement, each as if made on such date, and the performance by the Purchaser such Investor on or before such date of all covenants and agreements of the Purchaser by the Purchaser Investor required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the relevant Debentures in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery Except as contemplated by Section 1 hereof, delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note and the Warrant to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's ’s obligation to sell the Note relevant Purchased Securities to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and, as applicable, the other Transaction Documents by the Purchaser; andBuyer on or before such Closing Date; b. Delivery by the Purchaser to Buyer by the Company Closing Date of good funds as payment in full of an amount equal to the Net Purchase Amount Price in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Securities to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement by the PurchaserLender; and b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell each Note and the Note applicable Conversion Shares to the Purchaser pursuant to this Agreement on the each Closing Date is conditioned upon: a. (a) The execution and delivery of this Agreement Agreement, including either Schedule 1A or Schedule 1B, by the Purchaser; and; b. (b) Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the applicable portion of the Purchase Amount in accordance with this Agreement; c. (c) The truth and accuracy on each such Closing Date of the representations and warranties of the Purchaser contained in this AgreementAgreement and either Schedule 1A or Schedule 1B (as applicable to the Purchaser), each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's ’s obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Series F Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyers to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Series F Stock in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Cash Portion of the Purchase Amount Price, if any, for the Debentures in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Each Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by those Buyers who are purchasing, in the Purchaser; andaggregate, at least $300,000.00 in principal amount of Debentures; b. Delivery by the Purchaser Buyers to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyers contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyers on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyers required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands Buyers understand that the Company's obligation to sell the Note Notes to the Purchaser Buyer pursuant to this Agreement on the a Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyers; b. Delivery by the Purchaser Buyers to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Notes in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyers contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyers on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyers required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's Diomed’s obligation to sell the Note Notes to the Purchaser Note Purchaser’s and the Company’s obligation to issue the Warrants to the Note Purchasers pursuant to this Agreement on the Closing Date is are conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and b. (a) Delivery by the Purchaser to the Company Diomed of good funds as payment in full of an amount equal to the Purchase Amount Price for the Notes in accordance with this Agreement; c. (b) The accuracy on such the Closing Date of the representations and warranties of the Purchaser Note Purchasers contained in this Agreement, each as if made on such date, and the performance by the Purchaser Note Purchasers on or before such date of all covenants and agreements of the Purchaser by the Purchaser Note Purchasers required to be performed on or before such date; and d. (c) 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Notes to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender b. Delivery by the Purchaser to the Company of Lender good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Notes and the Shares to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Purchased Securities to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender on or before the Closing Date; b. Delivery by the Purchaser Lender to the Company Escrow Agent by the Closing Date of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell each Note (and/or to fund each Tranche) and the Note applicable Conversion Shares to the Purchaser pursuant to this Agreement on the each Closing Date is conditioned upon: a. (a) The execution and delivery of this Agreement by the Purchaser; and; b. (b) Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the applicable portion of the Purchase Amount in accordance with this Agreement; c. (c) The accuracy on each such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note and the Issued Shares to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date and on the Additional Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount purchase price for the relevant Debentures in accordance with this Agreement; c. The accuracy on such the Closing Date or the Additional Closing Date, as the case may be, of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note and the Warrant to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement by the Purchaser; andLender; b. B. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. C. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Each Investor understands that the Company's obligation to sell the Note Shares to the Purchaser such Investor pursuant to this Agreement on the Closing Date is conditioned upon: a. (a) The execution and delivery of this Purchase Agreement and the Registration Rights Agreement by the Purchaser; andsuch Investor; b. (b) Delivery by the Purchaser such Investor to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Shares in accordance with this Purchase Agreement; c. (c) The accuracy on such Closing Date of the representations and warranties of the Purchaser such Investor contained in this Purchase Agreement, each as if made on such date, and the performance by the Purchaser such Investor on or before such date of all covenants and agreements of the Purchaser by the Purchaser Investor required to be performed on or before such date; and d. (d) 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debenture to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement the Transaction Agreements by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company McLaughlin & Stern, LLP of good funds as payment in full of an amount equal amoxxx xxxxx to xxx Xurchase Price for the Purchase Amount Securities in accordance with this Agreement;. c. The accuracy on such each Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and; d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval approval, which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount purchase price for the relevant Preferred Stock in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Purchased Shares and issue the Warrants to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement by the PurchaserBuyer; and b. Delivery by the Purchaser Buyer to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note and the Warrant to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement by the PurchaserBuyer; and b. B. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. C. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender b. Delivery by the Purchaser to the Company of Lender good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by or the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount purchase price for the Preferred Stock in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's ’s obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andPurchaser on the First Closing Date; b. Delivery by the Purchaser to the Company of good funds in the amount of the First Advance Amount and, if funded, the Second Advance Amount, as payment in full of an amount equal to the Purchase Amount applicable, in accordance with the Note and this Agreement; c. The accuracy on such the First Closing Date and the Second Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures and Warrants to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note Note, the Issued Shares and the Additional Issued Shares in the event such shares are issued to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands Buyers understand that the Company's obligation to sell the Note Debentures to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyers; b. Delivery by the Purchaser Buyers to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyers contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyers on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyers required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Each Lender understands that the Company's obligation to sell the Note Debentures and the Warrants to the Purchaser such Lender pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchasersuch Lender; and b. Delivery by the Purchaser such Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser such Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser such Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser such Lender required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Each of the Buyers understands that the Company's obligation to sell the Note Common Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser to the Company Buyer of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Securities to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and b. (a) Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Purchased Shares in accordance with this Agreement; c. (b) The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. (c) 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company Funds Escrow Agent of good funds as payment in full of an amount equal to the relevant Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser to the Company Buyer of good funds as payment in full of an amount equal to the Purchase Amount purchase price for the relevant Preferred Stock in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands Purchasers understand that the Company's obligation to sell the Note to Shares, the Purchaser pursuant to this Agreement on Warrant and any securities in connection with any other agreement executed by the Closing Date parties hereto is conditioned upon: a. A. The execution and delivery of this Agreement by the Purchaser; andPurchasers; b. B. Delivery by the Purchaser Purchasers to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. C. The accuracy on such Closing Date of the representations and warranties of the Purchaser Purchasers contained in this Agreement, each as if made on such date, and the performance by the Purchaser Purchasers on or before such date of all covenants and agreements of the Purchaser by the Purchaser Purchasers required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note Notes to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and; d. c. There shall not be in effect any law, rule rule, or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Notes, the Shares and the Warrants to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andLender; b. Delivery by the Purchaser to the Company of Lender good funds as payment in full of an amount equal to the Purchase Loan Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval approval, which shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement Debentures on the Closing Date is conditioned uponsubject to the following conditions, any of which may be waived by the Company: a. The execution and delivery of this Agreement by the Purchaser; and b. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount purchase price for the Debentures in accordance with this AgreementSection 1(c) hereof; c. b. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each Agreement as if made on such date, the Closing Date and the performance by the Purchaser Buyer on or before such date the Closing Date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; andthe Closing Date; d. c. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands Buyer understand that the Company's ’s obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. Delivery by the Purchaser Buyer to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Preferred Stock in accordance with this Agreement; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement Notes on the Closing Date is and MHII’s obligation to issue and sell the Warrant are conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; and; b. Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Units on the Closing Date to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery A. Acceptance by the Buyer of this Agreement Agreement, as indicated by the Purchaser; andexecution of this Agreement; b. B. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal the aggregate Purchase Price for the Units and the delivery thereof to the Purchase Amount in accordance with this AgreementCompany; c. C. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each Agreement as if made on such datethe Closing Date, and the performance by the Purchaser Buyer on or before such date the Closing Date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such datethe Closing Date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Shares on the Closing Date to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. The execution and delivery Acceptance by the Buyer of this Agreement Agreement, as indicated by the Purchaser; andexecution of this Agreement; b. Delivery by the Purchaser to the Company Buyer of good funds into the Account as payment in full of an amount equal the Purchase Price for the Shares and the delivery of verification thereof to the Purchase Amount in accordance with this AgreementCompany; c. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each Agreement as if made on such datethe Closing Date, and the performance by the Purchaser Buyer on or before such date the Closing Date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such datethe Closing Date; and d. 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 that shall not have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note to the Purchaser Lender pursuant to this Agreement on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement by the PurchaserLender; and b. Delivery by the Purchaser Lender to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. ; The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. and 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Lender understands that the Company's obligation to sell the Note Debentures to the Purchaser Lender pursuant to this Agreement on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser; andLender; b. Delivery by the Purchaser Lender to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price for the Securities in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Lender contained in this Agreement, each as if made on such date, and the performance by the Purchaser Lender on or before such date of all covenants and agreements of the Purchaser by the Purchaser Lender required to be performed on or before such date; and d. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Preferred Stock to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement and the other Transaction Agreements by the Purchaser; andBuyer; b. B. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. C. The accuracy on such the Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note and the Warrant to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement by the Purchaser; andBuyer; b. B. Delivery by the Purchaser Buyer to the Company Escrow Agent of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. C. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Purchased Securities to the Purchaser Buyer pursuant to this Agreement on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement by the Purchaser; andBuyer on or before the Closing Date; b. B. Delivery by the Purchaser Buyer to the Company Escrow Agent by the Closing Date of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. C. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. D. 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 5.1 The Purchaser Subscriber understands that the Company's ’s obligation to sell the Note Debentures to the Purchaser Subscriber pursuant to this Agreement on the Closing Date is conditioned upon: a. (a) The execution and delivery of this Agreement by the Purchaser; andSubscriber; b. (b) Delivery by the Purchaser Subscriber to the Company of good funds as payment in full of an amount equal to the Purchase Amount Price for the Debentures in accordance with this Agreement; c. (c) The accuracy on such the Closing Date of the representations and warranties of the Purchaser Subscriber contained in this Agreement, each as if made on such date, and the performance by the Purchaser Subscriber on or before such date of all covenants and agreements of the Purchaser by the Purchaser Subscriber required to be performed on or before such date; and d. (d) 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser Buyer understands that the Company's obligation to sell the Note Purchased Securities to the Purchaser Buyer pursuant to this Agreement on the each Closing Date is conditioned upon: a. The execution and delivery of this Agreement by the Purchaser; andBuyer on or before such Closing Date; b. Delivery by the Purchaser Buyer to the Company Escrow Agent by such Closing Date of good funds as payment in full of an amount equal to the Purchase Amount Price in accordance with this Agreement; c. The accuracy on such Closing Date of the representations and warranties of the Purchaser Buyer contained in this Agreement, each as if made on such date, and the performance by the Purchaser Buyer on or before such date of all covenants and agreements of the Purchaser by the Purchaser Buyer required to be performed on or before such date; and d. 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.