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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Common Stock to the related Warrants to each Buyer Purchasers 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 Buyer the Purchaser with prior written notice thereof: (a) Such Buyer Each Purchaser shall have executed each of the other Transaction Documents to which it is a party party, and all Purchasers and stockholders of the Company shall have entered into the Stockholders Agreement, in a form reasonably satisfactory to the Company, and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to into the Company Escrow Account on the Company’s behalf, each such Purchaser’s Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant equal to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer its Investment Amount at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Companyinstructions, in respect of each Purchaser, as set forth in Section 1(b) of this Agreement. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (d) No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the Transactions. In addition, no action, suit or proceeding before any court or any governmental agency shall have been commenced or threatened, no investigation by any governmental agency shall have been commenced and no action, suit or proceeding by any governmental agency shall have been threatened against Purchaser or the Company (i) seeking to restrain, prevent or change the Transactions or questioning the validity or legality of any of the transactions contemplated by the Transaction Documentssuch Transactions or (ii) which could reasonably be expected to have a Material Adverse Effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and to the related Warrants to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such i. The Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered to the Company the Purchase Price (less, upon the deposit of the shares in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company’s brokerage account. (c) iv. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally 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 specific date), and such the Buyer shall have performedperformed , 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 Buyer at or prior to the each Closing Date. (d) v. No litigation, statute, rule, regulationregulation , executive order, decree, ruling or injunction shall have been enacted, enteredentered , promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Notes and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer a. The parties shall have executed each of this Agreement, the other Transaction Documents to which it is a party Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent. (b) Such Buyer and each other b. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) c. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by herein. e. The Company's Board of Directors shall have approved this Agreement and the Transaction Documentsrelated documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and the related Warrants to each Buyer at the Closing Purchaser is subject to the satisfaction, at on or before the Closing each Investment 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 Buyer with prior written notice thereofdiscretion: (a) Such Buyer Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement and each of the other Transaction Documents Document to which it such Purchaser is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to the Company the full amount of such Purchaser’s applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Investment Date in accordance with the wire instructions provided by the CompanySection 1(b) hereof. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing applicable Investment Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at Purchaser on or prior to the Closing such Investment Date. (d) No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer shall have executed and delivered to the Company an Investor Questionnaire, in the form attached hereto as Exhibit D, pursuant to which each other such Buyer shall provide information necessary to confirm each such Buyer’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act) and to enable the Company to comply with the Registration Rights Agreement. (c) Such Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (cd) The representations and warranties of such Buyer 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 originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. By delivering the Purchase Price for the Common Shares and the related Warrants being purchased by such Buyer at the Closing, such Buyer shall be deemed to have confirmed the foregoing as of the Closing Date. (de) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits if any, necessary for the consummation of any sale of the transactions contemplated Securities. (f) The Buyer shall have delivered such documents as may be reasonably requested by the Transaction DocumentsTransfer Agent in connection with the registration of the Common Shares in the share register of the Company maintained by the Transfer Agent.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Note to each Buyer 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 Buyer with prior written notice thereofdiscretion: (a) Such a. Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other b. Buyer shall have delivered to the Company the Purchase Price in accordance with Section 1.b above. c. Buyer shall have acknowledged in writing the Irrevocable Transfer Agent Instructions delivered to Company’s transfer agent. d. The representations and warranties of Buyer contained in Section 2 shall be true and correct either in all respects (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)representation or warranty qualified by materiality) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct or in all material respects respects(in the case of any representation or warranty not qualified by materiality) on and as of the date when made and as of the Closing Date as though originally made at that time such date (except for representations and warranties that speak are as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied with, in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing DateDate (provided that, with respect to agreements, covenants, and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants, and conditions as so qualified, in all respects). (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Shares, Warrants and the related Warrants Additional Investment Rights to each Buyer a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer a. The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreements, and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) c. The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and the related Warrants to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (ai) Such Buyer Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same signature page to this Agreement; (ii) Such Purchaser shall have wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Company.; (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though originally such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing Date.Closing; (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement; and (v) The Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the Transaction Documentstransaction contemplated by this Agreement which the Company agrees to diligently procure.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerMagnetar Capital Master Fund, Ltd. the amounts amount withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any obtained approval of the transactions contemplated by Principal Market to list the Transaction DocumentsConversion Shares and the Warrant Shares.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Debentures to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditionsconditions thereto at Pre-Closing, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such The Buyer shall have executed each of the other Transaction Documents to which it is a party requiring Buyer’s signature, and delivered the same to the CompanyBuyer. (b) Such Buyer and each other The Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) and 1 (c ) above. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the Buyer 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 Buyer 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) 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 Entity governmental authority of competent jurisdiction that 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) The Buyer shall have delivered to Company such other documents relating to the Transaction Documentstransactions contemplated by this Agreement as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Initial Warrants to each Initial Buyer at the Initial Closing was subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and could have been waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Initial Buyer shall have executed each of the Transaction Documents to which it is a party and the Investor Questionnaire and delivered the same to the Company. (ii) Such Initial Buyer shall have executed and delivered to the Company the flow of funds memorandum (“Flow of Funds”), confirming the Initial Purchase Price payable by such Initial Buyer and the wiring instructions applicable thereto. (iii) Such Initial Buyer shall have delivered its Initial Purchase Price to the Company for the Initial Notes and Initial Warrants purchased by such Initial Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company provided, if the Initial Buyer is directed to wire its funds to a third party pursuant to the Flow of Funds, the receipt of funds by such designated third party shall constitute delivery of its Purchase Price, in part or in whole as indicated in the Flow of Funds, hereunder. (iv) The representations and warranties of such Initial Buyer 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 Initial 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 Initial Buyer 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 Initial Buyer at or prior to the Initial Closing Date. (b) The obligation of the Company hereunder to issue and sell the Subsequent Notes and the related Subsequent Warrants to each Subsequent Buyer at the applicable Subsequent Closing is subject to the satisfaction, at or before the applicable Subsequent Closing Date, 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 Subsequent Buyer with prior written notice thereof: (ai) Such Subsequent Buyer shall have executed each of the other Transaction Documents to which it is a party Investor Questionnaire and delivered the same to the Company. (bii) Such Subsequent Buyer shall have executed either (x) a Joinder Agreement or (y) a Subsequent Closing Notice and each other delivered the same to the Company. (iii) Such Subsequent Buyer shall have delivered its Subsequent Purchase Price to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Subsequent Notes and the related Subsequent Warrants being purchased by such Subsequent Buyer at the applicable Subsequent Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (civ) The representations and warranties of such Subsequent Buyer 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 applicable Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Subsequent Buyer 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 Subsequent Buyer at or prior to the applicable Subsequent Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell the Debenture to the Buyer pursuant to this Agreement on the Closing Date is conditioned upon: A. The execution and delivery of this Agreement by the Buyer; B. Delivery by the Buyer to the Company of good funds as payment in full of an amount equal to the Purchase Price for the Debenture in accordance with this Agreement; C. The accuracy on the Closing Date of the Company hereunder to issue representations and sell warranties of the Preferred Shares Buyer contained in this Agreement, each as if made on such date, and the related Warrants to each performance by the Buyer at the Closing is subject to the satisfaction, at on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; 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; and E. From and after the date hereof to and including the Closing Date, of each the trading of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived Common Stock shall not have been suspended by the Company at SEC or the NASD and trading in securities generally on the NYSE or the Over the Counter Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the Over the Counter Bulletin Board Market, nor shall there be any time outbreak or escalation of hostilities involving the United States or any material adverse change in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each any financial market that in either case in the reasonable judgment of the other Transaction Documents Company makes it impracticable or inadvisable to which it is a party and delivered sell the same to the CompanyDebenture. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Preferred Stock and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer a. The parties shall have executed each this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the other Transaction Documents to which it is a party and delivered the same to Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. (b) Such Buyer and each other c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Stock and the related Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) d. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Closing Date. (d) e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by herein. f. The Company's Board of Directors (and if necessary, the Transaction Documentsshareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Initial Warrants to each Buyer at the Closing or to issue and sell the Additional Notes and the related Additional Warrants to each Buyer on the Buyers' Option Purchase Date, as applicable, is subject to the satisfaction, at or before the Closing Date or the Buyers' Option Purchase Date, as applicable, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Initial Notes and the related Initial Warrants being purchased by such Buyer at the Closing (less the amounts withheld pursuant to Section 4(e)(i)), or such Buyer shall have delivered to the Company the Buyers' Option Purchase Price for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the closing of the purchase on the Buyers' Option Purchase Date, as applicable, by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date or the Buyers' Option Purchase Date, as applicable, as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date or the Buyers' Option Purchase Date, as applicable. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, reasonably satisfactory to the Company, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its their sole discretion by providing each Buyer with prior written notice thereof: (a) Such Each Buyer and Collateral Agent shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Each Buyer shall have delivered to the Company Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by under the CompanyEscrow Agreement. (c) The representations and warranties of such Buyer 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 originally made at that time (except for representations and warranties that speak as of a specific date, each of which shall be true and correct as of such specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute. For clarification purposes only, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any conditions set forth in each of the transactions contemplated by the Transaction Documentssubsections of this Section 6, including, but not limited to, Sections 6(a) and (b), must be satisfied in all respects, or waived as provided for in this Section 6.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Convertible Debentures to the related Warrants to each Buyer Buyer(s) at the Closing Closings is subject to the satisfaction, at or before the Closing DateDates, 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 Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same them to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company the Purchase Price (lessfor Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto, in minus any fees to be paid directly from the case proceeds of any Buyerthe Closings as set forth herein, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Date Dates as though originally 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 specific date), and such Buyer the Buyer(s) 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 Buyer the Buyer(s) at or prior to the Closing DateDates. (d) No To the Buyer’s knowledge, 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at RGC on the Closing Date or to the Additional Investors on the Additional Closing Date is subject to the satisfaction, at or before the Closing DateDate or Additional Closing Date (as applicable), of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party the this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(c) above. (c) The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date (solely in the case of RGC) or the Additional Closing Date (solely in the case of the Additional Investors) as though originally 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 specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing DateDate (solely in the case of RGC) or the Additional Closing Date (solely in the case of the Additional Investors). (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the related Warrants to each a Buyer at the Closing (or Call Closing) is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such The Buyer shall have executed each of the other Transaction Documents to which it is a party requires Buyer’s signature, and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the Buyer 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 Buyer 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and/or the Common Shares and the related Warrants Warrants, as applicable, to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares, if any, and the Common Shares and the related Warrants Warrants, if any, being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer 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 originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity obtained the approval of competent jurisdiction that prohibits the Principal Market with respect to the consummation of any of the transactions contemplated by the Transaction Documents. (e) The Company shall have obtained the consent of Union Bank of California with respect to the consummation of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Warrants to each Initial Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Initial Buyer shall have executed each of the other Transaction Documents to which it is a party and the Investor Questionnaire and delivered each of the same to the Company. (bii) Such Buyer and each other Initial Buyer shall have executed and delivered to the Company the flow of funds memorandum (“Flow of Funds”), confirming the Initial Purchase Price payable by such Initial Buyer and the wiring instructions applicable thereto. (less, in iii) Such Initial Buyer shall have delivered its Initial Purchase Price to the case of any Buyer, the amounts withheld pursuant to Section 4(g)) Company for the Preferred Shares Initial Note(s) and the related Warrants being Warrant(s) purchased by such Initial Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyCompany provided, if the Initial Buyer is directed to wire its funds to a third party pursuant to the Flow of Funds, the receipt of funds by such designated third party shall constitute delivery of its Purchase Price, in part or in whole as indicated in the Flow of Funds, hereunder. (civ) The representations and warranties of such Initial Buyer 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 Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Initial Buyer 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 Initial Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Subsequent Note(s) to each Subsequent Buyer at the applicable Subsequent Closing is subject to the satisfaction, ruleat or before the applicable Subsequent Closing Date of each of the following conditions, regulation, executive order, decree, ruling or injunction 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 Subsequent Buyer with prior written notice thereof: (i) Such Subsequent Buyer shall have been enactedexecuted the Investor Questionnaire and delivered the same to the Company. (ii) Such Subsequent Buyer shall have executed either (x) a Joinder Agreement or (y) a Subsequent Closing Notice, enteredas applicable, promulgated and delivered the same to the Company. (iii) Such Subsequent Buyer shall have delivered its Subsequent Purchase Price to the Company for the Subsequent Note(s) being purchased by such Subsequent Buyer at the applicable Subsequent Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of such Subsequent Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any Material Adverse Effect, which shall be true and correct in all respects) as of the transactions contemplated date when made and as of the applicable Subsequent 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 Subsequent Buyer 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 Subsequent Buyer at or prior to the Transaction Documentsapplicable Subsequent Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The _______________________________________________ obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to Investor at each Buyer at of the First Closing and the Second Closing is subject to the satisfaction, at or before each of the First Closing Dateand the Second Closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer a. Investor shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer b. Investor shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1 above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of such Buyer Investor shall be true and correct in all material respects as of the date when made and as of each of the First Closing Date and Second Closing as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable 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 Buyer Investor at or prior to each of the First Closing Dateand Second Closing. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. With respect to the Transaction DocumentsSecond Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Securities to the related Warrants to each Buyer Purchasers 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 Buyer the Purchaser with prior written notice thereof: (a) Such Buyer Each Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer , and each other Buyer shall have delivered to the Company a fully completed and executed Investor Questionnaire, satisfactory to the Purchase Price (lessCompany, in the case of any Buyerform attached as Exhibit C to this Agreement and Selling Stockholder Questionnaire, satisfactory to the amounts withheld pursuant Company, in the form attached as Annex B to Section 4(g)the Registration Rights Agreement. (b) for Each Purchaser shall have delivered to the Preferred Shares and the related Warrants being purchased by Company such Buyer at Purchaser’s Investment Amount no later than 12:00 p.m. New York City time on the Closing Date by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Companyset forth on Schedule 1 hereto. (c) The representations and warranties of such Buyer each Purchaser contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by such Buyer Purchaser, as applicable, at or prior to the Closing Date. (d) No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of any of the transactions contemplated by the Transaction DocumentsTransactions.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Stock to each Buyer at the Closing Purchaser hereunder is subject to the satisfaction, at or before the each Closing Date, of each of the following conditionsconditions as to such Purchaser, 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 Buyer with prior written notice thereofdiscretion: (a) Such Buyer Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement and each of the other Transaction Documents Document to which it such Purchaser is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to the Company the full amount of such Purchaser’s Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 8 hereof. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the applicable Closing Date. (d) The Company shall have delivered to such Purchaser a secretary’s certificate, dated as of the Closing Date, as to (i) the Resolutions, (ii) the Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith. (e) No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) At the Transaction DocumentsClosing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit D hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing. (g) No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g4(j)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction Each Buyer shall have been enactedexecuted and delivered that certain Intercreditor Agreement, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation of any form attached hereto as Exhibit D (the “Intercreditor Agreement”). (v) The holders of the transactions contemplated existing Tranche A Notes shall have returned each original copy thereof to the Company for cancellation and destruction. (vi) Such Buyer shall have delivered to the Company that certain Rest of World License Term Sheet, in the form attached hereto as Exhibit F (the “RoW License Term Sheet”), duly executed by the Transaction Documentssuch Buyer or such Buyer’s affiliate.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer at the Closing Purchaser hereunder is subject to the satisfaction, at or before the Closing DateClosing, 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 Buyer with prior written notice thereof:discretion. (a) Such Buyer Each Purchaser shall have executed each of such Purchaser’s Execution Page to this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer At the Special Meeting, the stockholders of the Company shall have delivered approved an amendment to the Company Certificate of Incorporation (i) increasing the Purchase Price number of authorized shares of Common Stock and (less, in ii) the case issuance of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares, Conversion Shares and the related Warrants being purchased Warrant Shares as contemplated by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Companythis Agreement. (c) The Company shall have consummated the transactions described on Exhibit D attached hereto. (d) Each Purchaser shall have delivered such Purchaser’s Purchase Price for the Units in accordance with Section 1(b) above. (e) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (df) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Initial Note and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, ruleat or before such applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Transaction DocumentsAdditional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided -------- however, that these conditions are for the Company’s 's sole benefit and may be ------- waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer a. The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) c. The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the a Closing is subject to the satisfaction, at or before the applicable 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and a Rule 506 “Bad Actor” Questionnaire, and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the such Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the such Closing Date. (div) No statuteA minimum of 3,200,000 Shares, rulefor the minimum gross proceeds of $8,000,000, regulation, executive order, decree, ruling or injunction are purchased by the Buyers at the Initial Closing. (v) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits received from the consummation of any Company a copy of the transactions contemplated written consent executed by The University of Texas at Austin (“UTA”) pursuant to which UTA shall have consented to the Transaction Documentsassignment of that certain Patent License Agreement No. PM1504101, dated as of July 8, 2015, by and between Parent and UTA (the “PLA”), to the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing First and the Second Closing, if applicable is subject to the satisfaction, at or before the Closing DateClosing, 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts amount withheld by such Buyer pursuant to Section 4(g4(f)) for the Preferred Shares and the related Warrants Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date First and the Second Closing, if applicable, as though originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing DateFirst and the Second Closing, if applicable. (div) No statutePrior to the Second Closing Date, rule, regulation, executive order, decree, ruling or injunction each Buyer listed on the Schedule of Buyers shall have been enacteddelivered its Purchase Price to the Company and otherwise satisfied its obligations regarding the First Closing, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits and shall have initiated payments via wire transfer regarding the consummation of any of Purchase Price payments required for the transactions contemplated by the Transaction DocumentsSecond Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at each Additional Closing is subject to the satisfaction, ruleat or before the applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 Buyer with prior written notice thereof: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and issued an Investor Note to the Company in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, which shall be held by such Buyer as Collateral for the obligations of the Company under the Series B Note issued to such Buyer hereunder. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Series A Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Series A Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (civ) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions Wire Instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Redeemable Debentures to the related Warrants to each Buyer Buyer(s) at the Closing Closings 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 Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of this Agreement, the other Transaction Documents and any other documents relating to which it is a party this transaction and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company Escrow Agent the Purchase Price (less, for Redeemable Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(g)) for the Preferred Shares each Buyer as outlined on Schedule I attached hereto and the related Warrants being purchased by such Buyer at Escrow Agent shall have delivered the Closing net proceeds to the Company by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer the Buyer(s) 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 Buyer the Buyer(s) at or prior to the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits filed a form UCC-1 with regard to the consummation of any Pledged Property as detailed in the Security Agreement dated as of the transactions date hereof and provided proof of such filing to the Buyer(s). (e) The Buyer shall have delivered to the Company its originally executed warrants in order to be exchanged for One Hundred Fifty Thousand (150,000) restricted shares of Common Stock, as contemplated by the Transaction DocumentsSection 4(g)(iv) above.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Notes to the related Warrants to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing 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 Buyer with prior written notice thereofdiscretion: (a) Such a. At or before the Closing Date of the Initial Tranche, the Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other b. At or before the Closing Date of the Initial Tranche, Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. At or before the Closing Date of each Subsequent Tranche, Buyer shall have delivered a written notice to the Company evidencing Buyer’s intent to purchase an additional Note on such Closing Date (“Notice”) and shall have delivered the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above; provided that in no event shall the wire instructions provided by Buyer deliver such Notice and Purchase Price later than six months from the Companydate of this Agreement. (c) d. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date Date, as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the each Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other applicable Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any the lead Buyer, the amounts withheld pursuant to Section 4(g4(j)) for the Preferred Shares and the related Warrants Initial Note being purchased by such the lead Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations Each and warranties every representation and warranty of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, ruleat or before such Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the case of one Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Transaction DocumentsAdditional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of such Additional Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Preferred Stock and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer a. The parties shall have executed each of this Agreement, the other Transaction Documents to which it is a party Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent. (b) Such Buyer and each other b. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Stock and the related Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) c. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. e. If required by applicable law, the Transaction DocumentsCompany's Board of Directors shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the related Warrants to each Buyer a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer a. The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreements, and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) c. The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer at each of the First Closing and Second Closing, as applicable, is subject to the satisfaction, at or before the Closing DateDate in respect of such closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such With respect to the First Closing and the Second Closing: (i) the applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (bii) Such Buyer and each other The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (ciii) The Series I Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Michigan. (iv) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally 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 specific date), and such the applicable Buyer 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 applicable Buyer at or prior to the each Closing Date. (dv) 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 Entity governmental authority of competent jurisdiction that 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) With respect to the Transaction DocumentsSecond Closing: (i) The Series II Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Michigan, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (ii) At any time on or after the 90th day following the Closing Date in respect of the First Closing, the Closing Bid Price of the Common Stock is greater than $6.00 for any twenty (20) consecutive Trading Days and the Company provides notice to the Buyers to that effect. (iii) The Closing Bid Price (as defined in the Certificate of Designation) of the Common Stock on the Trading Day (as defined in the Certificate of Designation) immediately preceding the Closing Date with respect to the Second Closing is greater than $6.00. (iv) Ninety (90) days shall have elapsed since the Closing Date with respect to the First Closing and no more than one (1) year shall have elapsed since the Closing Date with respect to the First Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (ai) Such Buyer Purchaser shall have fully completed, executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.Purchaser’s Signature Page; (bii) Such Buyer and each other Buyer Purchaser shall have delivered to the Company remitted the Purchase Price (less, in set forth opposite the case name of any Buyer, such Purchaser on Schedule 1 hereto to the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company.Escrow Agent; (ciii) The representations and warranties of such Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though originally such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date.Closing; (div) The Company shall have received from such Purchaser a fully completed Investor Questionnaire, and must have found the contents of such questionnaire to be reasonably satisfactory in the Company’s sole discretion; and (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to exchange the Original Notes for the Amended Notes and Common Shares and to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer and each other Buyers shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any BuyerKings Road Investments Ltd. and Castlerigg Master Investments Ltd., the amounts withheld pursuant to Section 4(g)) above) for the Preferred Shares and the related Warrants Initial Notes being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company, which wire transfers, in the aggregate shall total $5,000,000. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (div) No statutelitigation, rulestatus, rule regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (b) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional 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 Buyer with prior written notice thereof: (i) Such Buyer and each other Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less (x) the Escrow Amount if the Escrow Waiver Event has not occurred prior to the Initial Closing Date and (y) in the case of Kings Road Investments Ltd., the amounts withheld pursuant to Section 4(g)) for the Additional Notes being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer 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 Buyer at or prior to the Additional Closing Date. (iv) No litigation, status, 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 that prohibits the consummation of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer a Fund at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer The applicable Fund shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer The applicable Fund shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Fund's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) The representations and warranties of such Buyer the applicable Fund shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Fund 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 Buyer the applicable Fund at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling ruling, injunction; action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer at the at the Initial Closing and Subsequent Closing, as the case may be, is subject to the satisfaction, at or before the applicable 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Ordinary Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Companyfunds. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the applicable Closing Date. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents. (vii) Each Buyer that is a Person other than a natural person shall have delivered to the Company: (a) an instruction letter to the registrar of the Ordinary Shares, in form and substance acceptable to the Company, duly executed by such Buyer, notarized; and (b) a copy of the articles of incorporation or other organizational documents of such Buyer, certified by such Buyer, notarized. (viii) Each Buyer that is a natural person shall have delivered to the Company a notarized copy of his or her passport. (ix) The Company shall have filed an amendment to its articles of association in the form attached as Schedule 3(p)(iii) hereto. (x) Each Buyer shall execute the undertakings towards the Office of the Chief Scientist Of The Ministry Of Economy and the Office of the Chief Scientist of the Ministry Of National Infrastructures, Energy And Water Resources, in the form attached hereto as Annex 2.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer Notes at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer a. The parties shall have executed each of this Agreement, the other Transaction Documents to which it is a party Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent. (b) Such Buyer and each other b. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) c. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Units of Preferred Shares and the related Warrants to each Buyer an Investor at the Initial Closing and a Subsequent Closing, as the case may be, is subject to the satisfactionsatisfaction by the Investor, at on or before the Initial Closing Date, and by the Investor on or before the Subsequent Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and (any of which may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:whole or in part): (a) Such Buyer 5.1. The Investor shall have executed each and delivered this Agreement, the Loan Agreement, the Investor Rights Agreement and any other of the other Transaction Documents required to which it is a party be executed and delivered by the same to Investor at the Companyapplicable Closing. (b) Such Buyer and each other Buyer 5.2. The Investor shall have delivered to at the Company Closing the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) purchase price for the Preferred Shares and the related Warrants being purchased at such Closing, in the amount and manner provided for by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Companythis Agreement. (c) 5.3. The representations and warranties of such Buyer the Investor shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date or the Subsequent Closing Date, as the case may be, as though originally 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 specific date)time, and such Buyer the Investor shall have performed, satisfied and complied with in all material respects with the covenants, agreements and conditions required by this Agreement and any of the other Transaction Documents to be performed, satisfied or complied with by such Buyer the Investor at or prior to the Initial Closing Date or the Subsequent Closing Date, as the case may be. (d) 5.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental or regulatory authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any by the Investor and the Company of the transactions contemplated purchase and sale of the Units to be acquired by such Investor at the Transaction Documentsapplicable Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer a. The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) c. The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and an Investor Questionnaire, and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) No statute, statute rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) That Notes having an aggregate principal amount of at least $5,000,000 are purchased by the Buyers.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell each Debenture to the Preferred Shares and the related Warrants to each Buyer at the each Closing is subject to the satisfaction, at or before the respective Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (a) Such a. The Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the CompanyCompany applicable to the respective Closing including for each Closing: (i) a Pledge and Security Agreement substantially in the form of EXHIBIT B hereto (individually, a "PLEDGE AND SECURITY AGREEMENT" and collectively, the "PLEDGE AND SECURITY AGREEMENTS"), and (ii) a Registration Rights Agreement substantially in the form of EXHIBIT C hereto (individually, a "REGISTRATION RIGHTS AGREEMENT" and collectively, the "REGISTRATION RIGHTS AGREEMENTS"). (b) Such Buyer b. Subject to the Company's compliance with Section 4(a), a Registration Statement on Form S-3 covering the resale of the respective Commitment Shares and each other the Conversion Shares underlying the Debenture to be sold at such Closing shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. c. The Buyer shall have delivered to the Company paid the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants such Debenture being purchased by such the Buyer at such Closing in the Closing by wire transfer of immediately available funds manner as set forth in accordance with the wire instructions provided by the Companyrespective Pledge and Security Agreement. (c) d. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Closing Date. (d) No statute. It is agreed and acknowledged by the parties hereto, rule, regulation, executive order, decree, ruling or injunction that until such time has the Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits delivered the consummation of any Second Closing Notice to the Buyer with respect to the Closing of the transactions contemplated by Second Debenture, the Transaction DocumentsCompany shall not be obligated to issue and sell to the Buyer the Second Debenture.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Initial Notes, the Commitment Shares and the related Initial Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Initial Note, the Commitment Shares and the related Initial Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes and the Additional Warrants to each Buyer at the Additional Closing is subject to the satisfaction, ruleat or before the Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 Buyer with prior written notice thereof: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Notes and the Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer shall have executed and delivered to the Company an Investor Questionnaire, in the form attached hereto as Exhibit D, pursuant to which each other such Buyer shall provide information necessary to confirm each such Buyer’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the 0000 Xxx) and to enable the Company to comply with the Registration Rights Agreement. (c) Such Buyer shall have executed and delivered to the Company an original and apostilled Subscription Form, in the form attached hereto as Exhibit E, together with an original and apostilled Secretary Certificate certifying the authority of the party executing the Subscription Form and an apostilled certificate of good standing of the Buyer as of a recent date. (d) Such Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ce) The representations and warranties of such Buyer 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 originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (df) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits if any, necessary for the consummation of any sale of the transactions contemplated Securities. (g) The Buyer shall have delivered such documents as may be reasonably requested by the Transaction DocumentsTransfer Agent in connection with the registration of the Common Shares in the share register of the Company maintained by the Transfer Agent.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and, in accordance with the instructions of the Company in the Flow of Funds Letter, maintained physical possession of a duly executed Investor Note of such Buyer, in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, issued pursuant to the Note Purchase Agreement of such Buyer, both as payment for, and as Collateral (as defined in such Buyer’s Series B Note) securing, such Buyer’s Series B Note to be issued and sold to such Buyer at the Closing. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Preferred Purchased Shares and the related Warrants to each a Buyer at the Closing Closing, is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such The applicable Buyer shall have executed each of this Agreement, the other Transaction Documents to which it is a party Prior Warrant Amendment and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds which it is purchasing in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the applicable Buyer 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 applicable Buyer 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Securities to each Buyer 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 Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the other Transaction Documents to which it is a party and the Lock-up Agreement, in the form attached hereto as Exhibit B, and delivered the same to the Company. (b) b. Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) c. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. e. The Company shall have filed with the Principal Market the listing of additional shares application for the Shares and shall have received no objections to such form from the staff of the Principal Market.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of less any Buyer, the amounts permitted to be withheld by such Buyer pursuant to Section 4(g4(j)) for the Preferred Shares Initial Note and the related Warrants being purchased by such Buyer at the such Initial Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions Initial Flow of Funds Letter (as defined below) provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at an Additional Closing is subject to the satisfaction, ruleat or before such applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less any amounts permitted to be withheld by such Buyer pursuant to Section 4(j)) for the Additional Note and the related Warrants being purchased by such Buyer at Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below) provided by the Transaction DocumentsCompany. (iii) The representations and warranties of such Buyer shall be true and correct in all respects as of the date when made and as of the Additional Closing Date as though originally 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 specific date), and such Buyer shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date. (iv) The Stockholder Approval has been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerEmpery, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer at the Closing Purchaser hereunder is subject to the satisfaction, at or before the Closing DateClosing, 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 Buyer with prior written notice thereof:discretion. (a) Such Buyer Each Purchaser shall have executed each of such Purchaser’s Execution Page to this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered executed copies of the same to the CompanyCompany via facsimile, to be followed with originals sent via overnight mail. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to the Company the such Purchaser’s Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Units being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) The Company shall have either (i) received the Nasdaq Waiver Letter and shall have provided the notice to its shareholders required by Rule 4350(i)(2)(B) promulgated by the NASD or (ii) received shareholder approval of the transaction contemplated hereby and by the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares applicable Notes and the related Warrants to each Buyer at the applicable Closing is subject to the satisfaction, at or before the applicable 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(d)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the applicable Closing pursuant to Section 1(d) hereof by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the applicable Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction The Merger Agreement shall not have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any terminated as of the transactions contemplated by the Transaction Documentsapplicable Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation obligations of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is are 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 's and ShellCo's benefit and may be waived by the Company or ShellCo at any time in its their sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer and each other Buyer) at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyShellCo. (c) The representations and warranties of such Buyer 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 originally made at that time (except for representations and warranties that speak as of a specific date, each of which shall be true and correct as of such specific date), and such Buyer 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 Buyer at or prior to the Closing DateDate provided that the materiality qualifier set forth in this sentence shall not be applicable to (i) the conditions set forth in this Section 6 (which shall be satisfied in all respects satisfactory to Company) or (ii) any covenants, agreements or conditions that are already subject to a materiality qualifier. (d) No statute, rule, regulation, executive order, decree, ruling or injunction ShellCo shall have executed and delivered the Joinder Agreement. (e) The Reorganization shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsconsummated.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such a. The applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other b. The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such the applicable Buyer 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 applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Company shall have received an amendment to its Amended and Restated Stockholders Agreement dated as of August 11, 1998, in the Transaction Documentsform of EXHIBIT "E" hereto, duly executed by the "Purchasers" named therein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and to the related Warrants to each Buyer at the Closing Purchasers hereunder is subject to the satisfaction, at or before the First Closing Date and the Second Closing Date, as applicable, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived in writing by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer With respect to the First and Second Closing: (i) Each of the Purchasers shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered executed original copies of the same to the Company. (bii) Such Buyer and each other Buyer Each Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) purchase price set forth opposite its name on Schedule I hereto for the Preferred Shares and the related Warrants being purchased by it at such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (ciii) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the First Closing Date and the Second Closing Date, as applicable, as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the Purchasers at or prior to the First Closing Date and the Second Closing Date, as applicable. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date)time, and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statuteThe current holders of presently outstanding Series A, ruleSeries B and Series C Preferred Stock of the Company (the "Existing Preferred") shall have tendered all of such Existing Preferred to the Company, regulation, executive order, decree, ruling or injunction such that no Existing Preferred remains outstanding. (e) The Company's certificate of elimination in the form of EXHIBIT D attached hereto (the "Certificate of Elimination") shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity filed with the Secretary of competent jurisdiction that prohibits the consummation of any State of the transactions contemplated by State of Delaware. (f) After having filed the Transaction DocumentsCertificate of Elimination, the Company shall have filed the New Certificate with the Secretary of State of the State of Delaware.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditions, provided that these such conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:to each Purchaser. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. (a) Such Buyer The applicable Purchaser shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same executed copies to the Company. (b) Such Buyer and each other Buyer The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Units in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date date and time of such closing as though originally made at that time (except for representations and warranties that speak as of relate to a specific different date, which shall be true and correct as of such specific date), and such Buyer the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the applicable Purchaser 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 any court or Governmental Entity governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by this Agreement. (e) In the Transaction Documentscase of the First Closing, this Agreement shall have been executed by Purchasers that are obligated to purchase an aggregate of at least 1,500 Units and such Purchasers shall have delivered the Purchase Price therefor in accordance with Section 1(b) hereof. In the case of the Second Closing, the Purchasers shall have elected, in their sole discretion, to purchase an additional 3,000 Units and such Purchasers shall have delivered the Purchase Price therefor in accordance with Section 1(b) hereof.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Shares Stock and the related Warrants to each Buyer Purchaser 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer Purchaser with prior written notice thereof: (ai) Such Buyer Each Purchaser shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware. (iii) Each Cash Purchaser shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer Purchaser at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyCompany and each Note Purchaser shall have delivered to the Company the Promissory Note in accordance with Section 1.2 hereof. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsRegistration Rights Agreement. (v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares applicable Notes and the related Warrants to each Buyer at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(d)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the applicable Closing pursuant to Section 1(d) hereof by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the applicable Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction The Merger Agreement shall not have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any terminated as of the transactions contemplated by the Transaction Documentsapplicable Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer and each other Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerThe Riverview Group LLC, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date. (d) No statute; PROVIDED, ruleHOWEVER, regulation, executive order, decree, ruling or injunction that a Buyer's loss of status as an "Accredited Investor" shall not relieve the Company of its obligation to deliver the Securities. The Company shall have been enactedreceived a certificate, enteredexecuted by an authorized representative, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any dated as of the transactions contemplated by Closing Date, to the Transaction Documentsforegoing effect in the form attached hereto as EXHIBIT G1.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Convertible Debentures to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g4(d)) for the Preferred Shares and the related Warrants Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions provided by of the CompanyCompany (the “Closing Statement”). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred applicable Purchased Shares and the related Warrants to each Buyer at the Closing Closing, is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived (in whole or in part) by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered its applicable Purchase Price to the Company the Purchase Price (less, in the case of any Buyerthe Lead Investor, such amounts will be set-off against the amounts withheld payable by the Company to the Lead Investor pursuant to Section 4(g4(f)) for the Preferred Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Buyer Material Adverse Effect” and words of similar import set forth therein) in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statuteThe Common Shares (I) shall be designated for quotation or listed on the Principal Market and the TSX and (II) shall not be suspended, rulein each case, regulationon the Closing Date, executive orderby the SEC, decreethe Principal Market or the TSX from trading on the Principal Market or the TSX nor shall suspension by the SEC, ruling the Principal Market or injunction shall the TSX have been enactedthreatened, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any as of the transactions contemplated Closing Date, either (A) in writing by the Transaction DocumentsSEC, the Principal Market or the TSX or (B) by falling below the minimum listing maintenance requirements of the Principal Market or the TSX.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer All Buyers shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer All Buyers shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer them at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided settlement mechanics selected by the Companythem. (ciii) The representations Each and warranties every representation and warranty of such Buyer all of the Buyers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer all of the Buyers 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 them Buyer at or prior to the Closing Date. (div) No statute, rule, The purchase of Shares by any Buyer shall not (i) cause such Buyer or any of its affiliates to violate any banking regulation, executive order(ii) require such Buyer or any of its affiliates to file a prior notice under the CIBCA, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation otherwise seek prior approval of any banking regulator, (iii) require such Buyer or any of its affiliates to become a bank holding company or otherwise serve as a source of strength for the Company or any Subsidiary or (iv) cause such Buyer, together with any other person whose Company securities would be aggregated with such Buyer’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by such Buyer and such other persons) would represent more than 9.9% of any class of voting securities of the transactions contemplated by the Transaction DocumentsCompany outstanding at such time.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Securities to each Buyer Purchaser at the Closing is subject to the satisfaction, at or before as of the Closing DateDate and with respect to Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (ai) Such Buyer Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same signature page to this Agreement, the Company.Registration Rights Agreement and the Security Agreement; (bii) Such Buyer and each other Buyer Purchaser shall have wired or otherwise delivered to the Company the Purchase Price (less, in to the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided account designated by the Company.; (ciii) The representations and warranties of such Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, . satisfied or complied with by such Buyer the Purchaser at or prior to the Closing Date.Closing; (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note and the related Warrants to each Buyer the Holder at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer The Holder shall have executed each of this Agreement, the other Transaction Documents to which it is a party Security Agreement, the Collateral Assignments and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer The Holder shall have delivered to the Company the Purchase Price (less9% Note and, subject in the case of any Buyerclause (ii) below to the repayment in full by the Company of all amounts due and owing under the Letter Loan Agreement (as defined below) and the Note issued thereunder, taken such action as is necessary to terminate the amounts withheld liens on the Company's assets created (i) by the security agreement and other agreements and instruments delivered by the Company in connection with the issuance of the 9% Note and (ii) pursuant to Section 4(g)that certain letter loan agreement, dated April 11, 2002, by and among the Company, UTTC and Holder (the "LETTER LOAN AGREEMENT") for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds other agreements instruments delivered in accordance with the wire instructions provided by the Companyconnection therewith. (c) The representations and warranties of such Buyer the Holder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the Holder 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 Buyer the Holder 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) The Holder shall have executed the Transaction DocumentsIntercreditor Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer the Buyers 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such a. Each Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other b. Each Buyer shall have delivered to the Company the Purchase Price in accordance with Section 1(b) above. c. The aggregate amount of the Purchase Price received by the Company from all Buyers shall be Ten Million Dollars (less$10,000,000) and, in the case event that subscriptions for less than $10,000,000 are received by the Company for the purchase of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at Warrants, the Closing by wire transfer Company will return to the Initial Investors who have wired funds to the Company all of immediately available the funds in accordance received. d. The Certificate of Designation shall have been accepted for filing with the wire instructions provided by Secretary of State of the CompanyState of Delaware. (c) e. The representations and warranties of such each Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such each Buyer 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 applicable Buyer at or prior to the Closing Date. The Company shall have received a certificate from each Buyer, dated as of the Closing Date, to the foregoing effect. (d) f. 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Although the Closing shall be deemed to occur on the date hereof, the obligation of the Company hereunder to issue and sell the Preferred Shares and Debentures to the related Warrants to each Buyer at the Closing Buyer(s) is subject to the satisfaction, at or before thedate on which the Closing DateCompany acquires Pure Promoter Ltd, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company Buyer at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of this Agreement, and the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company Escrow Agent the Purchase Price (less, for Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(g)) for the Preferred Shares each Buyer as outlined on Schedule I attached hereto and the related Warrants being purchased by such Buyer at Escrow Agent shall have delivered the Closing net proceeds to the Company by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally 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 specific date), and such Buyer the Buyer(s) 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 Buyer the Buyer(s) at or prior to the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of competent jurisdiction that prohibits such filing to the consummation of any of the transactions contemplated Buyer(s). (e) The Company shall have executed such other documents as are reasonably required by the Transaction Documents.Buyer(s), which shall specifically include the Composite Guarantee and Debenture to be entered into by MobiVentures, Inc and MobiVentures Limited in favor of Buyer(s) to secure their obligations under the guarantee provisions of that document by way of fixed and floating charge over all the assets and undertaking of each company and (ii) the Share Charges to be entered into by the shareholders of Pure Promoter Ltd and Move2Mobile Ltd.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing Purchaser hereunder is subject to the satisfaction, at or before the Closing DateClosing, 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 Buyer with prior written notice thereof:discretion. (a) Such Buyer 9.1. Each Purchaser shall have executed each of such Purchaser’s execution page to this Agreement and the other Transaction Documents to which it is a party Intercreditor Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer 9.2. Each February Note Holder shall have delivered executed such February Note Holder’s execution page to the Company Intercreditor Agreement and delivered the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant same to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) 9.3. Each Purchaser shall have delivered such Purchaser’s pro rata amount of the purchase price for the Notes. 9.4. The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (d) 9.5. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) purchase price for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific fixed date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date. (div) No statutesuit, rule, regulation, executive order, decree, ruling action or injunction other proceeding shall have been enacted, entered, promulgated commenced (and be pending) which seeks to restrain or endorsed by any court prohibit or Governmental Entity of competent jurisdiction that prohibits questions the consummation of any validity or legality of the transactions contemplated by the Transaction Documents, nor shall any such suit, action or proceeding be threatened. (v) All consents, Permits, authorizations, approvals, waivers and amendments required for the consummation of the transactions contemplated by the Transaction Documents shall have been obtained. (vi) The Buyers shall have delivered to the Company such other documents relating to the transactions contemplated by the Transaction Documents as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Note and the related Warrants Second Note to each the Buyer at the applicable Closing is subject to the satisfaction, at or before the Initial Closing Date or the Second Closing Date, as the case may be, 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 Buyer with prior written notice thereofdiscretion: (a) Such a. The Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. b. The Buyer shall have executed and delivered to the Company a Registration Rights Agreement, in the form of Exhibit C attached hereto (b) Such the “Registration Rights Agreement”), providing certain registration rights to the Buyer with respect to the Conversion Shares and each other the Warrant Shares. c. The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) d. The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date or the Second Closing Date, as the case may be, as though originally 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 specific date), and such the Buyer 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 Buyer at or prior to the Initial Closing Date or the Second Closing Date, as the case may be,. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Common Shares and to the related Warrants to each Buyer 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 (if permissible under applicable law) by providing each the Buyer with prior written notice thereof: (ai) Such The Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other The Buyer shall have delivered to the Company an amount in cash equal to the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing Common Shares, by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company.Company on Exhibit A. (ciii) The representations and warranties of such Buyer contained in Section 2(a) (Organization; Authority), Section 2(b) (No Public Sale or Distribution), Section 2(c) (Accredited Investor Status), Section 2(f) (Transfer or Resale), Section 2(g) (Validity; Enforcement), Section 2(k) (General Solicitation), Section 2(l) (Experience of the Buyer), Section 2(m) (Access to Information) and Section 2(q) (Availability of Funds) (collectively, the “Buyer Excepted Representations”) shall be true and correct in all material respects as of the date when made hereof and as of the Closing Date as though originally made at on and as of the Closing Date, except that time (except for those representations and warranties that speak address matters only as of a specific particular date need only be true and correct as of such date. All other representations and warranties of Buyer contained in this Agreement, which in each case disregarding and without giving any effect to all qualifications and exceptions contained therein relating to materiality or material adverse effect or any similar standard or qualification, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such specific date)date and except for such failures to be true and correct that have not had, and such would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Buyer or its ability to perform any of its obligations under this Agreement or any of the other Transaction Documents to which it is a party. (iv) The Buyer 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 Buyer at or prior to the Closing Date. (dv) The Buyer shall have delivered to the Company all of the documents and other items required to be delivered by the Buyer pursuant to Section 1(d)(i). (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance and sale of the Common Shares to the Buyer. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity Authority of competent jurisdiction shall have enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of any of the transactions contemplated by Share Issuance, including, without limitation, the Transaction DocumentsShare Issuance, which order, injunction, legal restraint or prohibition shall have become final and non-appealable.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, reasonably satisfactory to the Company, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its their sole discretion by providing each Buyer with prior written notice thereof: (a) Such Each Buyer and Collateral Agent shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Each Buyer shall have delivered to the Company Escrow Agent (as defined in the Escrow Agreement) the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by under the CompanyEscrow Agreement. (c) The representations and warranties of such Buyer 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 originally made at that time (except for representations and warranties that speak as of a specific date, each of which shall be true and correct as of such specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute. For clarification purposes only, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any conditions set forth in each of the transactions contemplated by the Transaction Documentssubsections of this Section 6, including, but not limited to, Sections 6(a) and (b), must be satisfied in all respects, or waived as provided for in this Section 6.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing Purchasers and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer Each Purchaser shall have executed each of such Purchaser's Execution Page to this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered the amount of such Purchaser's Purchase Price to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. 's written wiring instructions. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Series A Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld by such Buyer pursuant to Section 4(g)) for the Preferred Shares Initial Note and the related Series A Warrants being purchased by such Buyer at the such Initial Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes and the related Series B Warrants to Capital Ventures at the Additional Closing is subject to the satisfaction, ruleat or before the Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 Capital Ventures with prior written notice thereof: (i) Capital Ventures shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Capital Ventures shall have delivered to the Company the Additional Purchase Price (less the amounts withheld by Capital Ventures pursuant to Section 4(g)) for the Additional Note and the related Series B Warrants being purchased by Capital Ventures at such Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Transaction DocumentsCompany. (iii) The representations and warranties of Capital Ventures shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally 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 specific date), and Capital Ventures 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 Capital Ventures at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Securities to each Buyer at the any Closing is subject to the satisfaction, at or before the corresponding Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Securities being purchased by such Buyer and each other Buyer at the such Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling At any time that the Buyer or injunction any other Person shall have been enacteda beneficial ownership interest (within the meaning of Rule 13d-3 under the 1934 Act), enteredor a direct or indirect pecuniary interest (within the meaning of Rule 16a-l(a)(2) under the 1000 Xxx) in the Securities, promulgated the Buyer and each such Person shall not, directly or endorsed by indirectly, make any court short sale or Governmental Entity maintain any short position, establish or maintain a "put equivalent position" (within the meaning of competent jurisdiction Rule 16a-l(h) under the 1934 Act), enter into any swap, derivative transaction or other arrangement that prohibits the consummation of transfers to another, in whole or in part, any of the transactions contemplated economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) or any securities convertible into, exercisable for or exchangeable for Common Stock of the Transaction DocumentsCompany.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Convertible Debentures to the related Warrants to each Buyer Buyer(s) at the Closing Closings is subject to the satisfaction, at or before the Closing DateDates, 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 Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same them to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company Escrow Agent the Purchase Price (less, for Convertible Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(g)) for the Preferred Shares each Buyer as outlined on Schedule I attached hereto and the related Warrants being purchased by such Buyer at Escrow Agent shall have delivered the Closing net proceeds to the Company by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Date Dates as though originally 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 specific date), and such Buyer the Buyer(s) 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 Buyer the Buyer(s) at or prior to the Closing DateDates. (d) No To the Buyer’s knowledge, 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Stock to the related Warrants to each Buyer Purchaser 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 Buyer the Purchaser with prior written notice thereof: (a) Such Buyer The Purchaser shall have executed each of this Agreement and the other Transaction Documents to which it is a party Escrow Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer The Purchaser shall have delivered to the Company the Purchase Price (less, as provided in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyEscrow Agreement. (c) The representations and warranties of such Buyer the Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to the Closing Date. (d) No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the Agreement. In addition, no action, suit or proceeding before any court or any governmental agency shall have been commenced or threatened, no investigation by any governmental agency shall have been commenced and no action, suit or proceeding by any governmental agency shall have been threatened against Purchaser or the Company (i) seeking to restrain, prevent or change the Agreement or questioning the validity or legality of any of the transactions contemplated by the Transaction Documentssuch Agreement or (ii) which could reasonably be expected to have a Material Adverse Effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ---------------------------------------------- the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such The applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) The Series E Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. (d) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the applicable Buyer 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 applicable Buyer at or prior to the Closing Date. (de) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, 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 Buyer with prior written notice thereof: (ai) Such The Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such the Buyer at the such Closing by wire transfer of immediately available funds in accordance with respect to the wire instructions provided by the CompanyNotes and Warrants to be purchased at Closing. (ciii) The Buyer shall have delivered to the Company a properly completed and duly executed IRS Form W-9 from the Buyer. (iv) The representations and warranties of such the Buyer shall be true and correct in all material respects (except for such 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 date of each such Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all respects or in all material respects, as applicable, as of such specific date), and such the Buyer 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 Buyer at or prior to the Closing Datedate of such Closing. (dv) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated if any, necessary for the sale of the Notes and the Warrants, including without limitation, those required by Nasdaq, if any. (vi) The Buyer shall have delivered to the Company such other documents, instruments or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of certificates relating to the transactions contemplated by the Transaction DocumentsDocuments as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and, at the Company’s direction, an Investor Note to the Collateral Agent in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) Each Buyer shall have duly executed and delivered to the Company a leak-out agreement in the form of Exhibit I hereof (each, a “Leak-Out Agreement”), each by and between the Company and each such Buyer. (v) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company Escrow Agent, in accordance with the terms of the Escrow Agreement, the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyCompany or by means of a check made payable to the Escrow Agent which has been cleared and made freely available prior to the Closing. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (v) Each Buyer has completed an Accredited Investor Questionnaire to the satisfaction of the Company and has delivered the same to the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Note to each Buyer at the Closing is subject to the satisfaction, at or before the Closing 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 Buyer with prior written notice thereofdiscretion: (a) Such a. Each Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other b. Each Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the wire instructions provided Company, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. The following documents and items (“Closing Deliverables”) shall have been executed and delivered on or by the Closing Date by each of the applicable parties thereto as a condition to the Closing: (i) the Warrant; (ii) the Registration Rights Agreement; (iii) the Security Agreement; (iv) the Subordination Agreement and (v) the Lock-Up Agreement. (c) d. The representations and warranties of such each Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though originally 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 specific date), and such each Buyer 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 each Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Initial Notes or the related Warrants Additional Notes, as the case may be, to each Buyer the Buyers at the Initial Closing or the Additional Closing, as the case may be, is subject to the satisfaction, at or before the Initial Closing Date or the Additional Closing Date, as the case may be, 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (lesscontemplated by Section 1(c) hereof for the Initial Notes or the Additional Notes, in as the case of any Buyermay be, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing or the Additional Closing, as the case may be, pursuant to Section 1(d) hereof by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer 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 are accurate in all respects) as of the date when made and as of the Initial Closing Date or the Additional Closing Date, as the case may be, as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Initial Closing Date or the Additional Closing Date, as the case may be. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The Buyers shall be purchasing at least $15 million in principal amount of the Notes at the Closing. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. Date (dexcept for such representations and warranties that fail to be true and correct in all material respects and/or such covenants, agreements and conditions, that fail to be performed, satisfied or complied with, primarily due to the actions (or failure to act and/or cooperate with such Buyer) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of Company and/or any of the transactions contemplated by the Transaction Documentsits Subsidiaries).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1. The obligation of the Company hereunder to issue and sell the Preferred Purchased Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such 6.1.1. Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other 6.1.2. Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) 6.1.3. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date, and Buyer shall have delivered a certificate in form reasonably acceptable to the Company and signed by an executive officer of Buyer to the effect that this condition has been satisfied. (d) 6.1.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin or prohibit or otherwise materially adversely affect any of the transactions contemplated by the Transaction Documents. 6.1.5. The Company Stockholder Approval shall have been obtained. 6.1.6. Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Purchased Shares and to the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (cii) The representations and warranties of such the Buyer 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 originally 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 specific specified date), and such the Buyer 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 Buyer at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer (or other senior executive officer reasonably acceptable to the Company) of the Buyer and dated as of the Closing Date, to the foregoing effect. (diii) No statute, rule, regulation, executive order, decree, ruling or injunction Laws shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that which prohibits the consummation of any of the transactions contemplated by this Agreement, nor shall there be on file any complaint by any Governmental Entity seeking an order or decree, restraining, enjoining or prohibiting the Transaction Documentstransactions contemplated by this Agreement. (iv) The Buyer shall have delivered to the Company a certificate, executed by the Secretary of the Buyer and dated as of the Closing Date, as to (A) the certificate of formation of the Buyer, as in effect at the Closing, (B) the limited liability company agreement of the Buyer as in effect at the Closing, and (C) the incumbency signatures of the officers of the Buyer executing this Agreement or any other document executed in connection with this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Securities to each Buyer at the Closing and the Additional Closing, if applicable, is subject to the satisfaction, with respect to each Buyer, at or before the Closing DateDate or the date of the Additional Closing, if applicable, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer shall have executed each of this Agreement, the other Transaction Documents to which it is a party Series F Registration Rights Agreement and, if applicable, the Series G Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (lesspurchase price for the Series F Preferred Shares and, in the case of any Buyerif applicable, the amounts withheld pursuant to Section 4(g)) for the Series G Preferred Shares and the related Warrants Shares, being purchased by such Buyer at the Closing and, if applicable, the Additional Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date and, if applicable, the date of the Additional Closing, as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and, in accordance with the instructions of the Company in the Flow of Funds Letter, maintained physical possession of a duly executed Investor Note of such Buyer, in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, issued pursuant to the Note Purchase Agreement of such Buyer, both as payment for, and as Collateral (as defined in such Buyer’s Series B Note) securing, such Buyer’s Series B Note to be issued and sold to such Buyer at the Closing. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such 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 originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company Letter of Credit Bank the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyLetter of Credit Bank. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer 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 Buyer at or prior to the Closing Date. (div) 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (a) Such Buyer Xxxxx shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Common Shares and the related Warrants being purchased by such Buyer Xxxxx at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company, attached hereto as Exhibit A (the “Flow of Funds Letter”). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction . The Company shall have been enactedreceived a certificate, enteredduly executed by the Chief Executive Officer of Buyer, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any dated as of the transactions contemplated by Closing Date, to the Transaction Documentsforegoing effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue issue, sell and sell deliver the Preferred Common Shares and the related Adjustment Shares, Capacity Shares and Warrants to each Buyer 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 Buyer with prior written notice thereof: (a) Such Buyer shall have executed this Agreement and each of the other Transaction Documents Document to which it is a party be executed by such Buyer, and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered its Purchase Price to the Company the Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred Common Shares and the related Adjustment Shares, Capacity Shares and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to an escrow account established by the Company and the Placement Agent with Signature Bank (or such other bank mutually agreed to by the Company and the Agent), as escrow agent, in accordance with the Company’s written wire instructions provided by instructions, which funds shall be subject to the Companyterms and conditions of such escrow. (c) The representations and warranties of such Buyer 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 originally made at that time (except for representations and warranties that speak as of a specific date, which 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 such specific specified date), and such Buyer 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 Buyer 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 Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer 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 Buyer with prior written notice thereof: (ai) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and, at the Company’s direction, an Investor Note to the Collateral Agent in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) Such Buyer and each other Buyer shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and such Buyer 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 Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.