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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing prior written notice to each Purchaser. (a) The Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to the Company. (b) The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to a Purchaser at the Closing closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares purchased in accordance with Section 1(b) aboveabove and the aggregate number of Preferred Shares purchased by all Purchasers hereunder shall not be less than 6,000. (c) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser the Buyer at the Closing is subject to the satisfactionsatisfaction (or waiver), at on or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior delivery of written notice of such waiver to each Purchaser.the Buyer: (a) A. The Purchaser Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) B. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b1(B) above. (c) C. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different date, which particular date and in such case shall be true and correct as of such that particular date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) D. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. E. The Buyer shall have delivered an executed copy of the Shareholder's Undertaking, dated as of the Closing Date, in the form attached as Exhibit C hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered the Purchase Price for the Preferred Shares Debentures and Warrants in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Company shall have received all consents, authorizations, approvals and orders necessary to enter into this Agreement and consummate the transactions contemplated hereby, all of which are set forth on SCHEDULE 3(e) hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at each of the First Closing and any subsequent Closing is subject to the satisfaction, at or before the Closing Date in respect of such applicable Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and or a Supplemental Investment Agreement, as the Registration Rights Agreementcase may be, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to each Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The Each Purchaser shall have executed such Purchaser's Execution Page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The Each Purchaser shall have delivered the such Purchaser's Purchase Price for the Preferred Shares Units being purchased at the Closing in accordance with Section 1(b) above. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered the Total Purchase Price for the Preferred Shares in accordance with Section 1(b1(e) above. (c) c. The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to Purchaser the Lender at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser Lender shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser Lender shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Lender shall have delivered a subordination agreement in a form acceptable to the Lender, the Company and GemCap Solutions, LLC. d. The representations and warranties of the Purchaser Lender shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser Lender shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Lender at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closingeach Closing Date, of each of the following conditions, provided that such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing prior written notice to each Purchaserthereto. (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered (i) the Tranche 1 Purchase Price for the Preferred Shares in accordance with Section 1(b1(c) aboveabove at the Tranche 1 Closing and (ii) the Tranche 2 Purchase Price in accordance with Section 1(d) above at the Tranche 2 Closing. (c) c. The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing each Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the each Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Debentures and the Common Shares to a Purchaser at the Closing closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The applicable Purchaser shall have executed the Execution Page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The applicable Purchaser shall have delivered the Purchase Price for the Preferred Debentures and the Common Shares purchased in accordance with Section 1(b) aboveabove and the aggregate purchase price for the Debentures and Common Shares purchased by all Purchasers hereunder shall not be less than $5,000,000. (c) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser Securities at the Closing is subject to the satisfaction, at on or before the Closingdate of the Closing as described herein, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser parties shall have executed this Agreement and the Registration Rights Agreement, and the parties shall have delivered executed copies originals of the documents to the Companyother party. (b) The Purchaser Buyer shall have delivered to the Company the Purchase Price for the Preferred Shares Securities, as provided in accordance with Section 1(b) abovethis Agreement. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing the Closing as though made at that time (except for representations and warranties that relate refer to a different date, which shall be true and correct as of such specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Datedate of the Closing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreementherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents which requires Buyer’s signature, and delivered executed copies the same to the Company. (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, at or before as of the ClosingClosing Date and with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Such Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (bii) The Such Purchaser shall have delivered deliver the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveand Warrants purchased at the Closing. (ciii) The representations and warranties of the such Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)time, and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Purchaser at or prior to the Closing DateClosing. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered the Purchase Price for aggregate principal amount of the Preferred Shares Note being purchased by it in accordance with Section 1(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Debentures, Warrants and Additional Shares to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Registration Rights Pledge and Escrow Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to Purchaser a Buyer at each of the First Closing and the Second Closing, as applicable, is subject to the satisfaction, at or before the Closing Date in respect of each Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) With respect to the First Closing and the Second Closing: (i) The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares Units which it is purchasing in accordance with Section 1(b) above. (ciii) The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the such Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and Agreement, the Registration Rights Agreement, the Security Agreement, and the Intellectual Property Security Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the Purchaser at the Closing is subject to the satisfaction, at on or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser shall have delivered the Purchase Price for the Preferred Shares and Warrants in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to the Purchaser at the Closing each Closing, is subject to the satisfaction, at or before as of the Closingdate of any such Closing and with respect to the Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Purchaser shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies ; (ii) The Purchaser shall have wired the Borrowing Request amount to the account designated by the Company. (b) The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (ciii) The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing each Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Dateeach Closing. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser Buyer shall have executed the Security Agreement (as defined below) and delivered the same to the Company. c. The Buyer shall have paid the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) d. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Shares and Warrants to the Preferred Shares to Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions (provided, provided however, that such 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 prior written notice to each Purchaser.discretion): (a) a. The Purchaser shall have executed the signature page to this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser shall have delivered to the Purchase Price for Company the Preferred Shares Investment Amount in accordance with Section 1(b2(b) above. (c) c. The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. e. Company and the Purchaser have entered into the Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The ----------------------------------------------- obligation of the Company hereunder to issue and sell the Preferred Shares Securities to the Purchaser at the Closing is subject to the satisfaction, at or before as of the ClosingClosing Date and with respect to the Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser shall have executed this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The Purchaser shall have delivered wired same-day funds to the account designated by the Company equal to the Purchase Price for the Preferred Shares in accordance with Section 1(b) abovePrice. (c) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing DateClosing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser at the Closing Purchasers hereunder is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such these conditions are for the Company's sole benefit and may be waived in writing by the Company at any time in its sole discretion by providing prior written notice to each Purchaser. (a) The Purchaser discretion: Each of the Purchasers shall have executed this Agreement and the Registration Rights Agreement, and delivered executed original copies of the same to the Company. (b) The . Each Purchaser shall have delivered the Purchase Price purchase price set forth opposite its name on Schedule I hereto for the Preferred Shares being purchased by it at such Closing in accordance with Section 1(b) above. (c) . The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Purchasers at or prior to the Closing Date. (d) . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self- regulatory organization having authority over the matters contemplated hereby that which questions the validity of, challenges or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to Purchaser each of the Purchasers at the Closing is subject to the satisfaction, at or before the date and time of such Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (ai) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (ciii) The representations and warranties of the Purchaser Purchasers shall be true and correct in all material respects as of the date when made and as of the date and time of such closing the Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Purchasers at or prior to the Closing Datesuch Closing. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and Warrants to Purchaser at the Closing is subject to the satisfaction, at or before as of the Closingdate of the Closing and with respect to Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The Purchaser shall have delivered deliver the applicable Purchase Price for the Preferred Common Shares in accordance with Section 1(b) aboveand Warrants purchased at the Closing. (c) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at the that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)time, and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Purchaser at or prior to the Closing DateClosing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(bI (b) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 satisfied. or complied with by the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which questions the validity of, or challenges or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto; provided, provided however, that such 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 prior written notice to each Purchaserdiscretion. (a) a. The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The applicable Purchaser shall have delivered to the Purchase Price for the Preferred Shares Company such Purchaser's Investment Amount in accordance with Section 1(b2(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The applicable Purchaser shall have completed and provided to the Company the questionnaire provided by the Company pursuant to Section 4(a) of the Registration Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ----------------------------------------------- the Company hereunder to issue transfer and sell the Preferred Shares Common Stock to Purchaser Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) A. The Purchaser Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) B. The Purchaser Buyer shall have delivered to the Purchase Price for Company the Preferred Shares Promissory Note marked paid in accordance with Section 1(b) above. (c) C. The Buyer shall have delivered to the Company a duly executed release of the Security Agreement, Pledge Agreement and Financing Statement. D. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) E. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to the Purchaser at and to otherwise consummate the Closing transactions contemplated hereby is subject to the satisfaction, at or before the Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The Purchaser shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) The Purchaser shall have delivered the amount of the Purchase Price for to the Preferred Shares Company by wire transfer in accordance with Section 1(b) abovethe Company's written wiring instructions. (c) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares and/or the Preferred Shares to Purchaser each of the Purchasers at the a Closing is subject to the satisfaction, at or before the date and time of any such Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (ai) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (ciii) The representations and warranties of the Purchaser Purchasers shall be true and correct in all material respects as of the date when made and as of the date and time of such closing the Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Purchasers at or prior to the Closing Datesuch Closing. (div) No litigation, injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the Warrants to Purchaser an Investor at each of the Closing Closings (including the Initial Closing) is subject to the satisfaction, at or before the Closing, Initial Closing Date and each subsequent Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Investor shall have executed this Agreement and Agreement, the Registration Rights Agreement, an Investor Questionnaire) in the form of annexed to the Memorandum (the “Investor Questionnaire”) and if applicable, a Regulation S Acknowledgment Form in the form of Exhibit “F” annexed hereto and made a part hereof and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Investor shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b1(c) above. (c) c. The representations and warranties of the Purchaser applicable Investor shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Investor at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Debentures, Preferred Shares Stock and the Warrants to each Purchaser hereunder, and to exchange Preferred Stock for the Debentures, at the Closing each Closing, is subject to the satisfaction, at or before the Closingrelevant Closing Date, of each of the following conditionsconditions thereto relevant to such Closing, provided that such 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 prior written notice to each Purchaserdiscretion. A. With respect to the First Closing: (ai) The Each Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Each Purchaser shall have delivered the such Purchaser's Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (ciii) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing First Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Purchaser at or prior to the First Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to each Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions as to such Purchaser, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Each Purchaser shall have executed such Purchaser's Execution Page to this Agreement and the Registration Rights Agreement, each other Transaction Document to which such Purchaser is a party and delivered executed copies the same to the Company. (b) The Each Purchaser shall have delivered the full amount of such Purchaser's Purchase Price for the Preferred Shares in accordance with Section 1(b) above8 hereof. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Fund at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto; provided, provided however, that such 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 prior written notice to each Purchaserdiscretion. (a) The Purchaser applicable Fund shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser applicable Fund shall have delivered to the Purchase Price for the Preferred Shares escrow holder such Fund's Investment Amount in accordance with Section 1(b2(b) above. (c) The representations and warranties of the Purchaser applicable Fund shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Fund shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Fund at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction; action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization organization, or the staff of any thereof, having authority over the matters contemplated hereby that which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ---------------------------------------------- the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) A. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) B. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) C. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) D. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series B Preferred Shares Stock and Second Warrant to Purchaser at the Second Closing is subject to the satisfaction, at or before as of the date of the Second Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The Purchaser shall deliver the applicable Purchase Price for the Series B Preferred Stock and Second Warrant purchased at the Second Closing, and shall have delivered the Purchase Price for Initial Warrant to be exchanged at the Preferred Shares in accordance with Section 1(b) aboveSecond Closing. (c) The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Second Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)time, and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the Purchaser at or prior to the Closing DateSecond Closing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Stock Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) The applicable Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares Subscription Amount in accordance with Section 1(b1(d) above, provided that if the constituent documents of the Purchaser require that the Subscription Amount only be delivered against the actual issued certificates for the Shares and Warrants, the Subscription Amount may be delivered after satisfaction of the delivery requirements of the Company set forth below in Section 7. (c) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)in all material respects, and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this AgreementAgreement and the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. A. Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Preferred Shares Convertible Securities to a Purchaser at the each Closing is subject to the satisfaction, at or before as of the Closingdate of each Closing and with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The a. Such Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The b. Such Purchaser shall have delivered deliver the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveConvertible Securities purchased at the Closing. (c) c. The representations and warranties of the such Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)time, and the such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the such Purchaser at or prior to the Closing DateClosing. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. e. The aggregate purchase price paid to the Company for the Securities purchased pursuant to the First Closing shall be Five Million Dollars ($5,000,000), and the aggregate purchase price for the Securities purchased at the second closing shall be Three Million Dollars ($3,000,000), in both cases net of the reasonable fees and expenses of Purchaser reimbursable pursuant to Section 4.6 hereof and net of any fees paid directly to the placement agent.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser at the Closing Purchasers hereunder is subject to the satisfaction, at or before the Closing, Closing of each of the following conditions, provided that such these conditions are for the Company's sole benefit and may be waived in writing by the Company at any time in its sole discretion by providing prior written notice to each Purchaser.discretion: (a) The Purchaser Each of the Purchasers shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to the Company. (b) The Each Purchaser shall have delivered the Purchase Price purchase price set forth opposite its name on Schedule I hereto for the Preferred Shares being purchased by it at the Closing in accordance with Section 1(b) above. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Purchasers at or prior to the Closing DateClosing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which questions the validity of, challenges or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to Purchaser at the Closing Purchasers hereunder is subject to the satisfaction, at or before the Closing, Closing of each of the following conditions, provided that such these conditions are for the Company's ’s sole benefit and may be waived in writing by the Company at any time in its sole discretion by providing prior written notice to each Purchaser.discretion: (a) The Purchaser Each of the Purchasers shall have executed this Agreement and the Registration Rights Agreement, and delivered executed original copies of the same to the Company. (b) The Each Purchaser shall have delivered the Purchase Price purchase price set forth opposite its name on Schedule I hereto for the Preferred Shares and the Warrants being purchased by it at the Closing in accordance with Section 1(b) above. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Purchasers at or prior to the Closing DateClosing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which questions the validity of, challenges or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures, the Investment Options and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes to each Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The 9.1. Each Purchaser shall have executed such Purchaser’s execution page to this Agreement and the Registration Rights Agreement, the Security Agreement (and, if applicable, the Exchange Agreement) and delivered executed copies the same to the Company. (b) The 9.2. Each Purchaser shall have delivered such Purchaser’s pro rata amount of the Purchase Price purchase price for the Preferred Shares in accordance with Section 1(b) aboveNotes. (c) 9.3. The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at or prior to the Closing Date. (d) 9.4. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the Warrants to each Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The a. Each Purchaser shall have executed such Purchaser's signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) The b. Each Purchaser shall have delivered the such Purchaser's Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The a. Each Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The b. Each Purchaser shall have delivered the Purchase Price for the Preferred Shares Units in accordance with Section 1(b) above. (c) c. The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered delivere the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Florida. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser Securities at the Closing is subject to the satisfactionsatisfaction or waiver, at on or before the ClosingClosing Date, of each of the following conditions, provided that such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing prior written notice to each Purchaser.: (a) a. The Purchaser parties shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to Warrant Agreement the Company. (b) The Purchaser parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise). b. The Buyer shall have delivered to the Company the Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveSecurities purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Company. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by herein. e. The Company's Board of Directors shall have approved this AgreementAgreement and the related documentation referred to herein, and the transactions contemplated hereby and thereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ---------------------------------------------- the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing Closing, is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Michigan. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series A Preferred Shares to Purchaser each Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser a. Each Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) The Purchaser b. Each Buyer shall have delivered her, his or its applicable portion of the Purchase Price for the Preferred Shares Consideration in accordance with Section 1(b) above. (c) c. Each of the Buyers shall have delivered to the Company a copy of their respective Convertible Notes tendered pursuant to this Agreement marked “CANCELLED”. d. The representations and warranties of the Purchaser each Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser each Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, at or before as of the Closingdate of the Closing and with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Such Purchaser shall have executed and delivered the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies to the Company.; (bii) The Such Purchaser shall have delivered the wired its Purchase Price for to the Preferred Shares in accordance with Section 1(b) above.account designated by the Company; (ciii) The representations and warranties of the such Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the such 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 the applicable Purchaser at or prior to the Closing Date.Closing; (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement; and (v) Purchaser shall have delivered an officer's certificate, in form and substance reasonably acceptable to the Company, as to the accuracy of such Purchaser's representations and warranties pursuant to ARTICLE II.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and Agreement, the Registration Rights Agreement, the Security Agreement and the Subsidiary Security Agreement and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Common Stock and Warrants to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice discretion: A. The Buyer shall have delivered a completed and signed Accredited Investor Questionnaire and Representation Agreement to each Purchaserthe Company. (a) B. The Purchaser Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) C. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) D. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) E. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closingappropriate Closing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice discretion. a. With respect to each Purchaser.Closing Date: (ai) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Purchaser shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (ciii) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the such Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Securities to Purchaser at the Closing is subject to the satisfaction, at or before as of the ClosingClosing Date and with respect to Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (aA) The Purchaser shall have executed the signature page to this Agreement and the Registration Rights AgreementAncillary Documents, as applicable, and delivered executed copies the same to the Company. (bB) The Purchaser Purchase Price shall have been delivered to the Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveCompany. (cC) The Company shall have received notice from the Company's senior lender, Foothill Capital Corporation ("Foothill"), that Foothill has been paid all amounts owed by the Company. (D) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing DateClosing. (dE) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and Warrants to each Purchaser at the Closing is subject to the satisfaction, at on or before the Closingeach Closing Date, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement and the Registration Rights Agreement, each other Transaction Document to which such Purchaser is a party and delivered executed copies the same to the Company. (b) The Each Purchaser shall have delivered the full amount of such Purchaser’s applicable Purchase Price for the Preferred Shares such Closing Date in accordance with Section 1(b) above1 hereof. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at on or prior to the such Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell exchange the Series A Preferred Shares for the Series B Preferred Shares, to Purchaser amend the Series A Warrants by issuance of the Amended Warrants and to issue the Additional Warrants to a Holder at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Holder shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser applicable Holder shall have delivered the Purchase Price for the Series A Preferred Shares and Series A Warrants in accordance with Section 1(b) 1 above. (c) c. The Series B Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of New Jersey. d. The representations and warranties of the Purchaser applicable Holder shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Holder at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The Purchaser aggregate number of Units being purchased hereunder by all Purchasers shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to the Companybe 8,000 Units. (b) b. The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares Units being purchased by it in accordance with Section 1(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Articles of Amendment shall have been accepted for filing with the Secretary of State of the State of Florida. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of New York. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. f. All consents, Company Permits, authorizations, approvals, waivers and amendments required for the consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement shall have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to Purchaser the Buyers at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser a. Each Buyer shall have executed this Agreement and the Registration Investor Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser b. Each Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. c. The aggregate amount of the Purchase Price received by the Company from all Buyers shall be up to One Million Dollars (c) $1,000,000), it being understood that the Company, in its sole discretion, may accept aggregate subscriptions for a lesser amount. d. The representations and warranties of the Purchaser each Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser applicable Buyer at or prior to the Closing Date. The Company shall have received a certificate from each Buyer, dated as of the Closing Date, to the foregoing effect. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser 6.1. Each Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser 6.2. Each Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) 1.2 above. (c) 6.3. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. 6.4. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) 6.5. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Purchaser shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Registration Rights Agreement, Escrow Agreement and delivered executed copies the same to the CompanyCompany and Shoreline. (bii) The Purchaser shall have delivered wired to the account of the Escrow Agent pursuant to the Escrow Agreement the Purchase Price for the Preferred Shares in accordance with Section 1(b) abovePrice. (ciii) The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing DateClosing. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debenture and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents, and delivered executed copies the same to the Company.. ex101form8k042007.htm (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Preferred Stock and sell the Preferred Shares to Purchaser Warrants at the Closing is subject to the satisfaction, at on or before the ClosingClosing Date, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser parties shall have executed this Agreement and Agreement, the Registration Rights Agreement, and delivered executed copies to the Company. (b) The Purchaser parties shall have delivered the respective documents or signature pages thereof to the Buyer. b. The Buyer shall have delivered to the Buyer on behalf of the Company the Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveStock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Buyer. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by herein. e. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this AgreementAgreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto; provided, provided however, that such 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 prior written notice to each Purchaserdiscretion. (a) a. The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares such Purchaser’s Investment Amount in accordance with Section 1(b2(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization organization, or the staff of any thereof, having authority over the matters contemplated hereby that which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to each Purchaser at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) The Each Purchaser shall have delivered the full amount of such Purchaser’s applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) abovePrice. (c) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing at Closing as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the such 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 the such Purchaser at or prior to the Closing DateClosing. (d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto; provided, provided however, that such 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 prior written notice to each Purchaserdiscretion. (a) a. The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares (i) such Purchaser's Investment Amount in accordance with Section 1(b2(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) a. The applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The applicable Purchaser shall have delivered the Purchase Price for the Preferred Shares Units being purchased by it in accordance with Section 1(b) above. (c) c. The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the Closing, satisfaction of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and the Registration Rights AgreementTransaction Documents requiring Buyer’s signature, and delivered executed copies the same to the CompanyBuyer. (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) and 1 (c) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ----------------------------------------------- the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) A. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) B. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) C. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) D. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Registration Rights Escrow Agreement, and delivered executed copies the same to the CompanyCompany and the Escrow Agent. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for to the Preferred Shares Escrow Agent in accordance with Section 1(b) above, and an aggregate Purchase Price of at least $15,000,000 shall have been received by the Escrow Agent. (c) c. The Certificate of Designation shall have been filed with the Secretary of State of the State of Massachusetts. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different date, specific date which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the applicable Preferred Shares to Purchaser each Buyer at the each Closing is subject to the satisfaction, at or before the Closingeach Closing Date, of each of the following conditions, provided that such 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 to each Purchaser.thereof: (ai) The Purchaser Such Buyer shall have executed this Agreement and each of the Registration Rights Agreement, Transaction Documents to which it is a party and delivered executed copies the same to the Company. (bii) The Purchaser Such Buyer and each other Buyer shall have delivered to the Company the applicable Purchase Price for (less, in the Preferred Shares in accordance with case of the Lead Investor, the amounts withheld pursuant to Section 1(b4(f)) aboveby wire transfer of immediately available funds pursuant to the Wire Instructions provided by the Company. (ciii) The representations and warranties of the Purchaser such Buyer shall be true and correct in all respects as of the date when made and as of the date and time of such closing each Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specified date), and the Purchaser 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 the Purchaser such Buyer at or prior to the each Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and Warrants to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct in all material respects as of such datethe date when made), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the Warrants to each Purchaser at the Closing hereunder is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The a. Each Purchaser shall have executed such Purchaser's signature page to this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) The b. Each Purchaser shall have delivered the such Purchaser's Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the each Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the such Purchaser at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Common Stock and sell the Preferred Shares to Purchaser Warrants at the Closing is subject to the satisfaction, at on or before the ClosingClosing Date, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser parties shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to the Company. (b) The Purchaser parties shall have delivered the Purchase Price for respective documents or signature pages thereof to the Preferred Shares other party. b. The Buyer shall have delivered to the Company the Equipment Credit and the Company Payment less any amounts deducted in accordance with Section 1(b4(h) abovehereof. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreementherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditions, provided that such 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 the Buyer with prior written notice to each Purchaser.thereof: (ai) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights Agreement, Transaction Documents to which it is a party and delivered executed copies the same to the Company. (bii) The Purchaser Buyer shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Section 4(d)) for the Preferred Shares in accordance with Section 1(b) abovea being purchased by the Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Purchaser Buyer shall be true and correct in all respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such specified date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date, as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. e. Each of Gxxxxxx Xxxxxx and Kxxxx Xxxxxxx shall have executed the Pledge Agreement and delivered the same to the Company. f. The Company, the Buyer and each of the Lenders (as defined below) shall have executed an intercreditor agreement in form satisfactory to the Buyer setting out the relative rights of the Buyer and the Lenders (the “Intercreditor Agreement”).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to the Purchaser at the Closing hereunder is subject to the satisfaction, at or before the First Closing and the Second Closing, as applicable, of each of the following conditions, provided that such 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 prior written notice to each Purchaserdiscretion. (a) The Purchaser shall have executed this Agreement With respect to the First Closing and the Registration Rights Agreement, and delivered executed copies to the Company.Second Closing: (bi) The Purchaser shall have delivered the First Purchase Price for or the Preferred Shares Second Purchase Price, as applicable, in accordance with Section 1(b) above. (cii) The representations and warranties of the Purchaser shall be true and correct as of the date when made and as of the date First Closing Date and time of such closing the Second Closing Date, as applicable, as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the First Closing Date and the Second Closing Date, as applicable. (diii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to Purchaser the Purchasers at the Closing is subject to the satisfaction, at or before as of the date of the Closing, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Purchaser Both Purchasers shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (bii) The Purchaser Both Purchasers shall have delivered wired to the account of the Company the portion of the Purchase Price for the Preferred Shares in accordance with Section 1(b) abovepayable by it. (ciii) The representations and warranties of the each Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the each Purchaser shall have performed, satisfied and complied with in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Closing DateClosing. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits or limits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents which requires Buyer’s signature, and delivered executed copies the same to the Company. (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date, and the Company shall have received a certificate from the Buyer to that effect and to such other matters as may be reasonably required by the Company. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) The Company shall have received the deliveries under Section 7(a) and (b) from the Buyers representing the Minimum Amount.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The Certificate of Designation shall have been filed with the Secretary of State of the State of Colorado. d. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to each Purchaser at the Closing is subject to the satisfaction, at or before as of the Closingdate of the Closing and with respect to each Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (ai) The Each Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, Agreement and delivered executed copies the same to the Company. (bii) The Each Purchaser shall have delivered deliver the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveand the Warrants purchased at the Closing. (ciii) The representations and warranties of the each Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct as of such date)time, and the each Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by the such Purchaser at or prior to the Closing. The Company shall have received a certificate executed by each Purchaser dated the Closing DateDate as to such matters as may be reasonably requested by the Company. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and Agreement, the Registration Rights Agreement, and the Security Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares Units which it is purchasing in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note and Warrant to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The current Senior Secured Creditors of the Company have consented to the transactions contemplated hereby and have executed a Subordination Agreement with the Buyer in form and substance acceptable to the current Senior Secured Creditors.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Purchased Shares to Purchaser each Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditions, ; provided that such 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 to each Purchaser.thereof: (a) The Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies to the Company. (b) The Purchaser a. Buyers shall have delivered to the Purchase Price for Company at the Preferred Shares Closing the deliverables set forth in accordance with Section 1(b) above.1(c)(ii); (c) b. The representations and warranties of the Purchaser such Buyer contained in Section 2 shall be true and correct as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which shall be true and correct as of such date), and the Purchaser such Buyer shall have in all material respects performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement hereunder to be performed, satisfied or complied with by the Purchaser such Buyer at or prior to the Closing Date.; (d) c. No litigationfinal and nonappealable order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, any court of competent jurisdiction or Governmental Authority restraining, enjoining or otherwise prohibiting the consummation of the Closing shall be in effect, and no statute, rule, regulation, executive order, decree, ruling rule or injunction regulation shall have been enacted, entered, promulgated or endorsed enforced by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby Governmental Authority that prohibits or makes illegal the consummation of any the purchase and sale of the transactions contemplated by Purchased Shares pursuant to this Agreement; and d. The Buyers shall have funded or shall contemporaneously fund the Initial Disbursement pursuant to the terms of the Facility Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock to any Purchaser at the Closing is subject to the satisfaction, at or before as of the ClosingClosing Date and with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Such Purchaser shall have executed this Agreement and the Registration Rights Agreement, Ancillary Documents and delivered executed copies the same to the Company. (b) The Such Purchaser shall have delivered wired same-day funds to the account designated by the Company equal to the applicable portion of the Purchase Price for the Preferred Shares in accordance with Section 1(b) abovePrice. (c) The aggregate Purchase Price delivered by all of the Purchasers for the Preferred Stock purchased at the Closing shall equal at least $8,000,000. (d) The representations and warranties of the such Purchaser shall be true and correct as of the date when made and as of the date and time of such closing Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the such 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 the applicable Purchaser at or prior to the Closing DateClosing. (de) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Units to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares Units which it is purchasing in accordance with Section 1(b) above. (c) The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser Debentures at the Closing is subject to the satisfaction, at on or before the date of the Closing, of each of the following conditions, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser parties shall have executed this Agreement, the Registration Rights Agreement and the Registration Rights Escrow Agreement, and delivered executed copies to the Company. (b) The Purchaser parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price in full (subject to Section 1(a) above) for the Preferred Shares in accordance with Section 1(b) aboveDebentures purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing the Closing as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Datedate of the Closing. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby that which restricts or prohibits the consummation of any of the transactions contemplated by this Agreementherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents which requires Buyer’s signature, and delivered executed copies the same to the CompanyCompany or its designated escrow agent. (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveabove to the Company or its designated escrow agent. (c) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation ---------------------------------------------- of the Company hereunder to issue and sell the Preferred Shares Notes to Purchaser the Holder at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Holder shall have executed this Agreement, the Security Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company. (b) The Purchaser Holder shall have delivered to the Purchase Price for Company the Preferred Shares Shares, together with executed stock powers in accordance with Section 1(b) aboveblank. (c) The representations and warranties of the Purchaser Holder shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser Holder at or prior to the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered executed copies the same to the Company.. DMEAST #9432371 v1 18 (b) b. The Purchaser applicable Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) c. The representations and warranties of the Purchaser applicable Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note to Purchaser the Buyer at the Closing is subject to the satisfaction, at or before the Closing, Closing Date of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) a. The Purchaser Buyer shall have executed this Agreement and delivered the Registration Rights Agreement, and delivered executed copies same to the Company. (b) b. The Purchaser Buyer shall have delivered the Purchase Price for the Preferred Shares in accordance with Section 1(b) aboveabove within three (3) days of the date of delivery of the originally executed Note. (c) c. The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing Closing Date as though made at that time (except for representations and warranties that relate to a different date, which shall be true and correct speak as of such a specific date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (d) No d. As of the Closing Date, no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note and Warrants to Purchaser a Buyer at the Closing is subject to the satisfaction, at or before the ClosingClosing Date, of each of the following conditionsconditions thereto, provided that such 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 prior written notice to each Purchaser.discretion: (a) The Purchaser Buyer shall have executed this Agreement and each of the Registration Rights AgreementTransaction Documents, and delivered executed copies the same to the Company. (b) The Purchaser Buyer shall have delivered the applicable Purchase Price for the Preferred Shares in accordance with Section 1(b) above. (c) The Buyer shall have delivered the original Series B Warrants to the Company. (d) The representations and warranties of the Purchaser Buyer shall be true and correct in all material respects as of the date when made and as of the date and time of such closing applicable Closing Date as though made at that time (except for representations and warranties that relate to speak as of a different specific date, which representations and warranties shall be true and correct as of such date), and the Purchaser 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 the Purchaser Buyer at or prior to the Closing Date. (de) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that which prohibits the consummation of any of the transactions contemplated by this Agreement.