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 Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to each the Buyer at each the Closing is subject to the satisfaction, at or before each 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 The Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement 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, for Shares in the case of any Buyer, amount set forth next to the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementas outlined on Schedule I attached hereto. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each the Buyer at each Closing is subject to the satisfaction, at or before 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 the Buyer with prior written notice thereof: (a) Such The Buyer shall have executed each of the 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, less the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (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 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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) Escrow Agent for the Convertible Debentures being purchased transactions contemplated by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.this Agreement; (c) b. 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 each 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 such the Closing Date; and c. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Stock to each the Buyer at each the Closing is subject to the satisfaction, at or before each 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 a. The Buyer shall have executed each of this Agreement and the Transaction Documents to which it is a party Registration Rights Agreements and delivered the same to the Company. (b) Such Buyer and each other b. 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(d)) for the Convertible Debentures Common Stock being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Each 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 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(d)) for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) 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 each 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 Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Transaction Documents to which it is a party this 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(d)) for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with instructions previously provided by the Closing StatementCompany. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each the Buyer at each any Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Note being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementavailable. (ciii) 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Notes being purchased by such Buyer and each other Buyer at the Closing by check or wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such Buyer and each other Buyer shall be true and correct in all material respects as of the date when made hereof and as of each 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 and each other 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 and each other Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 (lessPrice, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Ordinary Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Ordinary Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 each 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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, less the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 their sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company (less, in accordance with the Closing Statementcase of Highbridge International LLC, the amounts withheld pursuant to Section 4(e)(i)). (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided in accordance with the Closing StatementSection 1(d) 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d4(f)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(j)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each 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 thereof: (a) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 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 the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer the Buyer(s) at each the Closing is subject to the satisfaction, at or before each 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 Each Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company the Purchase Price (less, for Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(d)) for the Convertible Debentures being purchased by such each Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementas outlined on Schedule I attached hereto. (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 each 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 such the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 escrow account the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementCompany’s instructions. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 thereof: (a) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 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 the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party 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 less any Buyer, the amounts amount withheld pursuant to Section 4(d)4.h) for the Convertible Debentures Preferred Shares and the Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Note and Warrant being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerXxxxxx Bay, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerHighbridge International LLC, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each the Buyer at each the Closing is subject to the satisfaction, at or before each 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 the Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 Purchase Price to the Company the Purchase Price (less, in the case of any BuyerEmpery, the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 Highbridge International LLC, any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(j)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Purchased Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Initial Closing Dateor any subsequent Closing, 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 Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Note and the related Warrants being purchased by such Buyer at the such Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 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 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 Closing DateClosing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 Purchase Price to the Company the Purchase Price (less, in the case of any BuyerEmpery, the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Each Buyer shall have executed each of the 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 the Purchase Price (less, in the case of less any Buyer, the amounts withheld pursuant to Section 4(d4(g)(i)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) 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 each 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 Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 and absolute discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the 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 Purchase Price to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (cii) 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 each 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 such the Closing Date. (iii) Each Buyer shall have delivered the full consideration payable by each Buyer hereunder as specified in Section 1 herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d6(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of each such Buyer shall be true and correct in all material respects as of the date when made and as of each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each such Buyer at each Closing is subject to the satisfaction, at or before each 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 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 Respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures in the Respective Principal Amount being purchased by such Buyer Buyer, at the each Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures a Note and Warrant to each Buyer Purchaser at each the Closing is subject to the satisfaction, at on or before each 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: (a) Such Buyer Purchaser shall have executed and delivered to the Company (i) this Agreement, (ii) the Registration Rights Agreement, and (iii) each of the other Transaction Documents Document to which it is a party and delivered the same to the Companyparty. (b) Such Buyer and each other Buyer Purchaser shall have delivered tendered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d)4.7) for the Convertible Debentures Note and Warrant being purchased by such Buyer Purchaser at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementpursuant to Section 11. (c) 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 each 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 Purchaser at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 25.5% of the Purchase Price (less, in the case of any BuyerDOP, the amounts withheld pursuant to Section 4(d)4(g) for the Convertible Debentures Notes and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statement. wire instructions provided by the Company; (ciii) The 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to each a Buyer at each the Closing is subject to the satisfactionsatisfaction by such Buyer, at or before each the first 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 such Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures Units being purchased by such Buyer at on the Closing Date applicable to such Buyer by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company (or, if applicable, in accordance with the Closing Statementlieu of cash, Units may be delivered in consideration of certain development services provided). (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 each the Closing Date applicable to such Buyer 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 applicable to such Closing DateBuyer.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerHxxxxx Bay, the amounts withheld pursuant to Section 4(d4(k)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each the Buyer at each the Closing is subject to the satisfaction, at or before each 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: (a) Such The Buyer shall have executed each of the 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(d)) for the Convertible Debentures being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (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 each 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 Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Tranche A Closing and each Tranche B Closing is subject to the satisfaction, at or before each Closing Datethe 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: (a) Such Buyer shall have executed each of the 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(d)) purchase price for the Convertible Debentures being purchased by such Buyer at the Closing closing by wire transfer of immediately available funds in accordance with the Closing Statementclosing statement to be executed in connection with such closing. (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 each Closing Date 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 such Closing Datethe closing date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each 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 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(d3(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 Purchase Price to the Company the Purchase Price (less, in the case of any BuyerEmpery, the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 less any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer transfers of immediately available funds in accordance with the Closing StatementWire Instructions 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Stock to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Transaction Documents to which it is a party this Agreement 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(d)) for the Convertible Debentures Common Stock being purchased by such Buyer at prior to the Closing by wire transfer of immediately available funds in accordance with the Closing StatementClosing. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 the lead Buyer, the amounts amount withheld pursuant to Section 4(d)0) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date. (iv) The Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated by this Agreement 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 Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Stock and the Warrants to BVF and each Buyer other Buyer, if any, at each the Closing is subject to the satisfaction, at or before each 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 (except subsection (d)) by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the 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(d)) purchase price for the Convertible Debentures Common Stock and the Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date. (d) The TSX shall have approved the transactions contemplated in the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) Escrow Agent for the Convertible Debentures being purchased transactions contemplated by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.this Agreement; (c) b. 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 each 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 such the Closing Date; c. The Escrow Agent and the Company shall have entered into an escrow agreement; and d. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent may reasonable request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the Initial Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d4(g)) for the Convertible Debentures Initial Notes and the Initial Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with to the Closing StatementAccount. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each the Buyer at each the Closing is subject to the satisfaction, at or before each 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 the Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the 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(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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) 5.1. Such Buyer shall have executed each of this Agreement and the Transaction Documents to which it is a party Investor Questionnaire, in the form attached hereto as Exhibit B, and delivered the same to the Company. (b) 5.2. 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(d)) for the Convertible Debentures 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 Closing Statementwire instructions provided by the Company. (c) 5.3. The representations and warranties of such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of each 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 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 the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Stock to each Buyer at each Closing the Closings is subject to the satisfaction, at or before each of 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) a. Such Buyer shall have executed each of this Agreement and the Transaction Documents to which it is a party Registration Rights Agreement 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(d)) for the Convertible Debentures applicable Preferred Stock being purchased by such Buyer at the such Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each of the date when made and as of each 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 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 each of the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 All of the Buyers shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer All of the Buyers shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) 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 each 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 Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures applicable Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statement.wire transfer instructions attached hereto as Exhibit C. (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 each 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 such the Closing Date. (iv) The aggregate Purchase Price shall be at least $3,000,000.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerHighbridge International LLC, the amounts withheld pursuant to Section 4(d4(f)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d4(g)) for the Convertible Debentures 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Notes being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such Buyer and each other Buyer shall be true and correct in all material respects as of the date when made hereof and as of each 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 and each other 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 and each other Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Transaction Documents to which it is a party and delivered the same to the CompanyEscrow Agent for the transactions contemplated by this Agreement. (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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) b. 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 each 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 such the Closing Date. c. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent or its counsel may reasonable request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures applicable Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing StatementEscrow Agreement. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 escrow account specified by the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementCompany’s instructions. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions; provided, 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 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(d)) for the Convertible Debentures Debenture being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with 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 each 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) Investment Amount for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing Shares and the Warrants is subject to the satisfaction, at or before each Closing Datethe date of the Initial Closing, 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:discretion. (a) Such Buyer a. The parties shall have executed each of this Agreement and the Transaction Documents to which it is a party Ancillary Agreements, and delivered the same to the Companyeach other. (bb. The shareholders of the Company shall have approved the issuance of Shares contemplated hereunder in accordance with applicable rules of the NASDAQ SmallCap Market System; c. Pursuant to Section 1(d) Such Buyer and each other of this Agreement, Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures all Shares being purchased by such Buyer at the Closing by certified check or wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) d. The representations and warranties of such Buyer contained herein shall be true and correct in all material respects as of the date when made and as of each the date 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 such Closing Datethe date of the Initial Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Datethe date of the relevant Closing, 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(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 each the date of the relevant 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 Closing DateClosing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d)) for the Convertible Debentures Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter or through DVP. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before 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 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(d), if any) for the Convertible Debentures and Warrants 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 of the Company (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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementclosing statement to be executed in connection with such Closing. (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Series C Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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) a. Such Buyer shall have executed each of this Agreement and the Transaction Documents to which it is a party Registration Rights Agreement 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(d)) for the Convertible Debentures Series C Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerXxxxxx Bay, the amounts amount withheld pursuant to Section 4(d4(f)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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(d4(f)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. ; (bii) Such Buyer and each other 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(d)) for the Convertible Debentures Purchased Shares 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 Closing Statement. wire instructions provided by the Company; and (ciii) The 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 BuyerCNFI, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 accordance with such method selected pursuant to Section 4(d)1(d) for of the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.Agreement (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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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(d)) for the Convertible Debentures Note and Warrant being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (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 each 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 such the Closing ​ Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 provided certain amounts may be withheld by the case of any Buyer, the amounts withheld Placement Agent pursuant to Section 4(d4(g)) for the Convertible Debentures Notes 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 Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each 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: (a) a. Such Buyer shall have executed each of the Transaction Documents Documents, where appropriate, to which it is a party and delivered the same and the Purchase Price, to be held in trust pending the Closing, to the Company.'s Counsel; and (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(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) b. 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each 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 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(d), if any) for the 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 of the Company (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 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 such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each 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) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party 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 less any Buyer, the amounts amount withheld pursuant to Section 4(d)4.h) for the Convertible Debentures Preferred Shares and the Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each 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 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 Buyerthe RCG Entities, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire 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 each 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 such the Closing Date.