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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Note and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement Agreement, and the Irrevocable Transfer Agent Instructions Instructions, and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. United States funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Secured Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Secured Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, satisfaction of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts Units to be purchased at Closing (minus the fees and expenses as set forth next to each Buyer as outlined on Schedule I attached hereto and herein which shall be paid directly at the Escrow Agent shall have delivered the net proceeds to the Company Closing) by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Buyer. (e) The Company shall arrange for an intercompany loan of the proceeds of the Units to its wholly owned subsidiary Weifang Xinsheng Food Co., Ltd. in China. The intercompany loan and its repayment along with interest shall be registered with China’s State Administration of Foreign Exchange by the Company and its subsidiary prior to Closing or shortly thereafter. (f) The Company shall have executed such other documents as are reasonably required by the Buyer.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC - 1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to the Buyer(s) each Buyer at the Closings each Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The receipt and acceptance by the Company of Subscription Amounts from Buyers (including the Buyer) equal to at least the Minimum Amount. (b) The Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement (by signing the Buyer’s Omnibus Signature Page hereto) and completed and executed the Accredited Investor Certification, the Investor Profile and the Irrevocable Transfer Agent Instructions Anti-Money Laundering Information Form and delivered the same them to the Company. (bc) The Buyer(s) Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures its Notes in respective amounts as the amount set forth next to each Buyer as outlined on Schedule I attached the Buyer’s Omnibus Signature Page hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (cd) The representations and warranties of the Buyer(s) Buyer contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing DatesDate. (de) The Company Share Exchange shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)been consummated.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Special Warrants and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of Magnetar Capital Master Fund, Ltd, the amount withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Special Warrants and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to the Buyer(s) Buyers at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement (by signing the Buyer’s Omnibus Signature Page hereto) and completed and executed the Accredited Investor Certification, the Investor Profile and the Irrevocable Transfer Agent Instructions Anti-Money Laundering Information Form and delivered the same them to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures its Notes in respective amounts as the amount set forth next to each Buyer as outlined on Schedule I attached the Buyer’s Omnibus Signature Page hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) Buyer contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell to Buyer the Convertible Debentures to Initial Note, the Buyer(s) Shares and the Purchase Option at the Initial Closing and the Further Payment Notes or Additional Notes and/or Purchase Option Shares at Subsequent Closings is is, subject to Section 1(b)(ii), subject to the satisfaction, at or before the Initial Closing DatesDate and each Subsequent Closing Date, as applicable, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: (ai) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the CompanyCompany (Initial Closing only). (bii) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company or Intellectual Ventures, as applicable, the Purchase Price for Convertible Debentures in respective amounts the Initial Notes, Further Payment Notes, Additional Notes, or Shares, as set forth next to each applicable, being purchased by Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company applicable Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to Debentures, the Buyer(s) Warrants, the Stock and the Sigma Stock at the Closings applicable Closing is subject to the satisfaction, at or before the date of the applicable Closing Datesas described herein, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer a. The parties shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent on behalf of each other. (b) b. The Buyer(s) Buyer shall have delivered to the Escrow Agent on behalf of the Company the First Closing Purchase Price for Convertible Debentures in respective amounts the First Closing, or the Second Closing Purchase Price for the Second Closing, as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company applicable, by wire transfer of immediately available U.S. funds pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) c. The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the date of the applicable Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing Datesdate of the applicable Closing. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Note to the Buyer(s) Buyer at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures Note in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Buyer.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the First Convertible Debentures Debenture to the Buyer(s) Investor at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer The Investor shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (bii) The Buyer(s) Investor shall have delivered to the Escrow Agent Company the First Convertible Debenture Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Investor at or prior to the First Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Convertible Debenture to the Investor at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have filed a form UCC-1 with regard executed the Transaction Documents and delivered them to the Pledged Property Company. (ii) The Investor shall have delivered to the Company the Second Convertible Debenture Purchase Price by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iii) The representations and Pledged Collateral warranties of the Investor shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of such filing the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell the Third Convertible Debenture to the Investor at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have executed the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Third Convertible Debenture Purchase Price by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Third Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for the Convertible Debentures Debenture in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares and Preferred Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Preferred Shares and the Escrow Agent shall have delivered Preferred Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Business Combination Closing shall have occurred and the Company shall have filed a form UCC-1 with regard to obtained the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Stockholder Approval.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) The Buyer(s) must have completed, executed and returned to the Company a Prospective Investor Suitability Questionnaire in the form attached as Exhibit E (the US Questionnaire”); if the Buyer(s) is purchasing pursuant to National Instrument 45-106 adopted by the BCSC, a British Columbia Accredited Investor Questionnaire in the form attached as Exhibit F (together with the US Questionnaire, the “Questionnaires”); and if the Buyer(s) is purchasing pursuant to Section 74(2)(4) of the Securities Act (British Columbia) (the “B.C. Act”) a Form 45-903F1 in the form attached as Exhibit “G”. The Buyer(s) shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by any regulatory authorities and applicable law. (c) The Buyer(s) shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and hereto, minus any fees to be paid directly from the Escrow Agent shall have delivered proceeds the net proceeds to the Company Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (cd) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. a. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debentures, the Additional Investment Rights, the Common Shares and the Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company the Purchase Price purchase price (less any amounts withheld pursuant to Section 4(k)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Debentures, the Additional Investment Rights, the Common Shares and the Escrow Agent shall have delivered Warrants being purchased by such Buyer at the net proceeds to the Company Closing, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date (which shall be true and correct as of such date)), and the Buyer(s) such Buyer shall have performed, satisfied and complied with in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed defined in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares, Warrants and Warrant Preferred Shares to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Common Shares and the Escrow Agent shall have delivered related Warrants (less, in the net proceeds case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Company Warrants and Warrant Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing DatesClosings, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Escrow Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Security Agreement and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Closings as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesClosings. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Registration Rights Agreement, the Escrow Agreement and the Investor Registration Rights Security Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in the respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) set forth in Section 2 hereof shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have permitted and the Buyer shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Mortgage, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof hereof, as well as recorded a mortgage with regard to a 3.46 acre parcel of land located at PA Station Rt. 940 in Tobyhanna Township, Pennsylvania, and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of The Riverview Group, LLC, the amounts withheld pursuant to Section 4(f)) for Convertible the Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer and each other Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing Dates. (d) Date. The Company shall have filed received a form UCC-1 with regard certificate, executed by an authorized officer of such Buyer, dated as of the Closing Date, to the Pledged Property and Pledged Collateral as detailed foregoing effect in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)form attached hereto as Exhibit G-1.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and Warrants to the Buyer(s) at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) : Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) . The Buyer(s) shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures the Notes in respective amounts the amount as set forth next to each Buyer as outlined set forth on Schedule I attached hereto and hereto, minus any fees to be paid directly from the Escrow Agent shall have delivered proceeds at the net proceeds to the Company Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. . The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (cexcept for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. The obligation of the Company hereunder to issue and sell the Notes to the Buyer(s) at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: The Buyer(s) shall have delivered to the Company the Purchase Price for the Notes in the amount as set forth next to each Buyer as set forth on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Second Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. Provided the Company has filed the Mortgages and provided the Title Opinions in accordance with Section 4(k) hereof, the Buyer(s) shall have terminated or agreed to terminate (a) the Control Account Agreement entered into on the date hereof among The Frost National Bank, a national banking association (“Bank”), Trendsetter and Buyer(s) and (b) the Control Account Agreement entered into on the date hereof among the Bank, HDY and Buyer(s). The obligation of the Company hereunder to issue and sell the Notes and Warrants to the Buyer(s) at the Third Closing is in the Company’s sole discretion and subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: Each Buyer shall have provided the Company with written notice of its intent to purchase the Notes at the Third Closing. The Buyer(s) shall have delivered to the Company the Purchase Price for the Notes in the amount as set forth next to each Buyer as set forth on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent Company the Purchase Price for the Convertible Debentures and Warrants in the respective amounts as set forth next to each Buyer as outlined set forth on Schedule I attached hereto and hereto, minus any fees to be paid directly from the Escrow Agent shall have delivered proceeds the net proceeds to the Company Closings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard received no objection from Nasdaq to list the Pledged Property Conversion Shares and Pledged Collateral as detailed in Warrant Shares on the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Nasdaq Global Market.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the Initial Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed each of this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company its pro rata portion of the Initial Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Notes and the Escrow Agent shall have delivered Initial Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer contained herein shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Such Buyer shall have provided the Company with a completed Investor Questionnaire. (b) The obligation of the Company hereunder to issue and sell the Additional Notes and the Additional Warrants to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company its pro rata portion of the Additional Purchase Price for the Additional Notes and Pledged Collateral the Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of such Buyer contained herein shall be true and correct as detailed in the Security Agreement dated of the date hereof when made and provided proof as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such filing Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to the Buyer(s) at the Closings each Closing is subject to the satisfaction, at or before the each Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this AgreementAgreement and completed and executed the Investor Certification, the Security Agreement, the Escrow Agreement Investor Profile and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Anti-Money Laundering Information Form and delivered the same them to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures Notes in respective amounts as set forth next to each Buyer as outlined on Schedule I attached the signature page(s) affixed hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the applicable Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard With respect to the Pledged Property and Pledged Collateral as detailed initial Closing, proceeds from the sale of the Notes of not less than the Minimum Amount shall be in the Security Agreement dated the date hereof and provided proof of such filing escrow pursuant to the Buyer(s)Escrow Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Pledge Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other applicable Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by the lead Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations Each and warranties every representation and warranty of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with 36 the Buyer(scovenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing Date. (iv) Such Buyer and each other Buyer shall have executed and delivered to the Company a Leak-Out Agreement, in the form attached hereto as Exhibit B (each, a “Leak-Out Agreement”). (b) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the case of one Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) Such Buyer and each other Buyer shall have executed and delivered to the Company a Leak-Out Agreement. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the such Additional Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (bii) The Buyer(s) shall have delivered to the Escrow Agent Company the Purchase Price for the Convertible Debentures and Warrants issued in the First Closing in the respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and hereto, minus any fees to be paid directly from the Escrow Agent shall have delivered proceeds of the net proceeds to the Company First Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the First Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the First Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Each Buyer shall have executed the Transaction Documents and delivered them to the Company. (ii) The Company shall have filed a form UCC-1 with regard received approval from its stockholders of an amendment to the Pledged Property Company’s Certificate of Incorporation authorizing at least that number of additional shares as is required for the Company to create the Second Closing Share Reserve. (iii) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible Debentures and Pledged Collateral as detailed Warrants issued in the Security Agreement dated Second Closing in the respective amounts as set forth next to each Buyer on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Second Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Second Closing Date. (v) The issuance of the Securities by the Company to the Buyer(s) at the Second Closing will not result in such Buyers (in the aggregate or together with other Persons with whom such Buyers have identified, or will have identified, themselves as part of a “group” in a public filing made with the SEC involving the Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction basis that assumes that the First Closing and the Second Closing shall have occurred. (c) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Each Buyer shall have executed the Transaction Documents and delivered them to the Company. (ii) The Company shall have received approval from its stockholders of an amendment to the Company’s Certificate of Incorporation authorizing at least that number of additional shares as is required for the Company to create the Second Closing Share Reserve and the Third Closing Share Reserve. (iii) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible Debentures and Warrants issued in the Third Closing in the respective amounts as set forth next to each Buyer on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Third Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Third Closing Date. (v) The issuance of the Securities by the Company to the Buyer(s) at the Third Closing will not result in such Buyers (in the aggregate or together with other Persons with whom such Buyers have identified, or will have identified, themselves as part of a “group” in a public filing made with the SEC involving the Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction basis that assumes that the First Closing, the Second Closing and the Third Closing shall have occurred.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before each of the Initial Closing DatesDate, Additional Closing Dates and the Final Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Notes and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Dates Date, the Additional Closing Date or the Final Closing Date, as the case may be, as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate, Additional Closing Date or the Final Closing Date, as the case may be. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to the Buyer(s) a Buyer at the Closings Closing is subject to the satisfaction, at on or before the Closing Dates, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by prior delivery of written notice of such waiver to each Buyer: (a) Each A. The applicable Buyer shall have executed this Agreement, the Security Escrow Agreement, dated June 29, 1999, by and between the Escrow Agreement Company and the Investor signatories thereto (the "Escrow Agreement"), and the Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Agreement, and delivered the same to the CompanyShoreline Pacific Institutional Finance, The Institutional Division of Financial West Group ("Shoreline"). (b) B. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each applicable Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the CompanyPurchase Price 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 Buyer(s) applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific particular date and in such case shall be true and correct as of that particular date), and the Buyer(s) 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 Buyer(s) applicable Buyer at or prior to the Closing DatesDate. (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 which prohibits the consummation of any of the transactions contemplated by this Agreement. F. The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed received an acknowledgment letter dated June 29, 1999 in the Security Agreement dated form attached hereto as Exhibit D from each Buyer regarding --------- certain transactions the date hereof and provided proof of such filing to the Buyer(s)Company may be contemplating.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed promptly file, not later than one day following the First Closing, a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) a. Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) b. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) c. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Warrants to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: (ai) Each the Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) the Buyer shall have delivered to the Escrow Agent Company the applicable Purchase Price for Convertible Debentures in respective (less the amounts as set forth next withheld pursuant to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Section 4(g)) by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Companyin accordance with . (ciii) The the representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects, except in the case of representations and warranties already qualified by materiality, of which shall be true and correct in all respects (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing DatesDate (b) The obligation of the Company hereunder to issue and sell Subsequent Tranche Warrants to the Buyer at a Subsequent Tranche Closing is subject to the satisfaction, at or before each Subsequent Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (i) the Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (dii) The Company the Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the applicable Purchase Price (less the amounts withheld pursuant to Section 4(g)) for such Subsequent Tranche Warrant(s) being purchased by the Buyer at such Subsequent Tranche Closing by wire transfer of immediately available funds. (iii) the representations and Pledged Collateral warranties of the Buyer shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of such filing Subsequent Tranche Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s)Buyer at or prior to such Subsequent Tranche Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent the (A) 42.857% of its Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company (less, in the case of Xxxxxx Bay, the amounts withheld pursuant to Section 4(g)), for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the CompanyCompany and (B) 57.143% of the Purchase Price to the Control Account for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in the Deposit Account Control Agreement, such Purchase Price to be held and released by the Bank in accordance with and pursuant to the terms and conditions of the Deposit Account Control Agreement. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Purchased Common Shares to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each the Initial Purchased Common Shares being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) Such Buyer shall have delivered to the Company a lock-up agreement in the form attached hereto as Exhibit B (each a “Buyer Lock-Up Agreement”). (iv) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Additional Purchased Common Shares to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the Purchase Price for the Additional Purchased Common Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and Pledged Collateral warranties of such Buyer shall be true and correct as detailed in the Security Agreement dated of the date hereof when made and provided proof as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such filing specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date. (iii) The Initial Closing has occurred pursuant to the terms of this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the Initial Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed each of this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company its pro rata portion of the Initial Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Notes and the Escrow Agent shall have delivered Initial Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer contained herein shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) Any obligation of the Company hereunder to issue and sell the Additional Notes and the Additional Warrants to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have delivered to the Company its pro rata portion of the Additional Purchase Price for the Additional Notes and the Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The Company representations and warranties of such Buyer contained herein shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have filed a form UCC-1 performed, satisfied and complied with regard the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures New Note and the New Note Warrants to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The Buyer shall have executed this Agreement, and the Security Agreement, the Escrow Agreement Agreement, and the Investor Registration Rights Agreement Agreement, and completed and executed the Investor Certification, the Investor Profile and the Irrevocable Transfer Agent Instructions Anti-Money Laundering Information Form and delivered the same them to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures the New Note in respective amounts the amount as set forth next to each Buyer as outlined on Schedule I attached the signature page affixed hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) Gross proceeds from the sale of the New Note of not less than $2,500,000 shall be in escrow pursuant to the Escrow Agreement. (d) The representations and warranties of the Buyer(s) Buyer contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the applicable Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed defined in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares, the Preferred Warrants and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Preferred Shares, the Preferred Warrants and the Escrow Agent shall have delivered Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Series A Preferred Shares to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Certificate of Determination shall have been filed with the Secretary of State of the State of California. (c) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures the Series A Preferred Shares in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds such funds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (cd) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) a. Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) b. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) c. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) d. The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (bii) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (div) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less any amounts permitted to be withheld by such Buyer pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Preferred Shares and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC –1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of Magnetar Capital Master Fund, Ltd., the amount withheld pursuant to Section 4(f)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Common Shares and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (div) The Company shall have filed a form UCC-1 with regard aggregate Purchase Price paid to the Pledged Property and Pledged Collateral as detailed in Company for the Security Agreement dated Securities by the date hereof and provided proof of such filing to Buyers at the Buyer(s)Closing shall not be less than $12 million.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of CNH, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Notes and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer and each other Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed a form UCC-1 with regard executed this Agreement and delivered the same to the Pledged Property and Pledged Collateral as detailed Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of CNH, the amounts withheld pursuant to Section 4(g)) for the Additional Notes being purchased by such Buyer and each other Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such filing specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to the Buyer(s) Buyers at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(sEach Buyer shall have executed the Escrow Agreement and delivered the same to the Escrow Agent. (c) Each Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Shares by wire transfer of immediately available U.S. funds pursuant funds. (d) Each Buyer shall have executed the Registration Rights Agreement and delivered the same to the wire instructions provided by the Company. (ce) Each Buyer shall have entered into a stock purchase agreement with Xxxxxxx X. Xxxxxx (“Xxxxxx”) to purchase the same number of shares of Common Stock as the Buyer is purchasing pursuant to this Agreement at a purchase price of $0.10 per share (the “Xxxxxx Purchase Agreement”), and delivered the same to the Escrow Agent, together with the purchase price for such shares. (f) Each Buyer shall simultaneously close on the transactions contemplated by the Xxxxxx Purchase Agreement. (g) The representations and warranties of the Buyer(s) each Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Company at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the Shares to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Shares and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares, the Preferred Warrants, and the Common Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g) and/or cancellation of such aggregate outstanding principal and accrued interest on such Purchase Price Cancellation Notes) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Preferred Shares, the Preferred Warrant, and the Escrow Agent shall have delivered Common Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (div) The Company Buyers with an aggregate Purchase Price of at least $2 million shall have filed executed this Agreement (and/or a form UCC-1 with regard joinder to this Agreement, duly authorized by a written agreement of the Pledged Property Company and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(sRequired Holders).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares to the Buyer(s) Buyers at the Closings Closing, is subject to the satisfaction, at or before the Closing Dates, Date of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived (in whole or in part) by the Company at any time in its sole discretiondiscretion by providing the Buyers with prior written notice thereof: (ai) All conditions precedent to the Company’s obligation to effect the Prism Acquisition Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of such transaction but subject to the satisfaction or waiver thereof) and the Company shall consummate the closing of such transaction substantially concurrently with the Closing in accordance with the terms of the Prism Merger Agreement. (ii) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same to the Company. (biii) The Buyer(s) Each Buyer shall have delivered to the Escrow Agent the its Aggregate Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company at the Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company, subject to receipt of evidence of issuance referred to in Section 6(a)(ii)(B). (civ) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (dv) The Company Each Buyer shall have filed a executed the form UCC-1 with regard to of representation letter in favor of Xxxxxxx Xxxxx & Co. LLC in substantially the Pledged Property and Pledged Collateral same form as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Exhibit B attached hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the Warrant to the Buyer(s) at the Closings each Closing is subject to the satisfaction, at or before the respective Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the portion of the Purchase Price for relating to the Convertible Debentures to be issued on that date in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Warrant and the Escrow Agent shall have delivered the net proceeds of that Closing to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the respective Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the respective Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, reasonably satisfactory to the Company, provided that these conditions are for the Company's sole ’s benefit and may be waived by the Company at any time in its their sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Each Buyer shall have delivered to the Escrow Agent (as defined in the Escrow Agreement) the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Shares and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by under the CompanyEscrow Agreement. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date, each of which shall be true and correct as of such date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. For clarification purposes only, the conditions set forth in each of the subsections of this Section 6, including, but not limited to, Sections 6(a) and (b), must be satisfied in all respects, or waived as provided for in this Section 6. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have E-84 delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to for the Escrow Agent Notes and the related Warrants being purchased by such Buyer at the Closing (1) 25% of its Cash Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company (less, in the case of Xxxxxx Bay, the amounts withheld pursuant to Section 4(g)), by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company, (2) 75% of its Cash Purchase Price to such Buyer’s Master Restricted Account by wire transfer of immediately available funds pursuant to the wire instructions set forth in such Buyer’s Master Control Account Agreement, such portion of the Cash Purchase Price to be held and released by the Control Account Bank in accordance with and pursuant to the terms and conditions of such Buyer’s Master Control Account Agreement, and (3) 100% of its Exchange Purchase Price to the Company in accordance with the Company’s written instructions by delivery and surrender of the applicable number of Series C Warrants as set forth opposite such Buyer’s name in column 5(b) of the Schedule of Buyers. (ciii) The Collateral Agent will have duly executed the subordination and intercreditor agreements, subordinating the obligations that the Company owes to Spring Forth Investments, LLC and the Utah Autism to the obligations of the Company to the Buyers under the Transaction Documents (the “Subordination Agreements”). (iv) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Closing DatesDate. (dv) The Company approval of the Principal Market for the listing of the Conversion Shares and the Warrant Shares. (vi) Such Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company instructions as to whether the Maximum Percentage in such Buyer’s Notes and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing Warrants to the Buyer(s)be delivered at Closing should be 4.99% or 9.99%.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the related Initial Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Note and the Escrow Agent shall have delivered related Initial Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Such Buyer shall have duly executed and delivered to the Company a leak-out agreement, in the form attached hereto as Exhibit F (each, a “Leak-Out Agreement”) (b) The obligation of the Company hereunder to issue and sell Additional Notes and related Additional Warrants to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note and Additional Warrants being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing DatesClosings, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Escrow Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and Agreement, the Irrevocable Transfer Agent Instructions and the Security Agreement and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Closings as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesClosings. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the First Convertible Debentures Debenture to the Buyer(s) Investor at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer The Investor shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (bii) The Buyer(s) Investor shall have delivered to the Escrow Agent Company the First Convertible Debenture Purchase Price for Convertible Debentures in respective amounts Price, minus any fees to be paid directly from the proceeds of the First Closing as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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 Buyer(s) Investor at or prior to the First Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Convertible Debenture to the Investor at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Investor shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the Second Convertible Debenture Purchase Price, minus any fees to be paid directly from the proceeds of the Second Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ii) The representations and Pledged Collateral warranties of the Investor shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of such filing the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell the Third Convertible Debenture to the Investor at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Investor shall have delivered to the Company the Third Convertible Debenture Purchase Price, minus any fees to be paid directly from the proceeds of the Third Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to the Third Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion (if permissible under applicable law) by providing the Buyer with prior written notice thereof: (ai) Each The Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company an amount in cash equal to the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Common Shares less the Escrow Agent shall have delivered the net proceeds to the Company Amount, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company, and (B) each of the Buyer and the Company shall have caused the Escrow Agent to release the Escrow Amount to the Company in accordance with the terms of the Escrow Agreement. (ciii) The representations and warranties of Buyer contained in Section 2(a) (Organization; Authority), Section 2(b) (No Public Sale or Distribution), Section 2(c) (Accredited Investor Status), Section 2(f) (Transfer or Resale), Section 2(g) (Validity; Enforcement), Section 2(k) (General Solicitation), Section 2(l) (Experience of the Buyer(sBuyer), Section 2(m) (Access to Information) and Section 2(r) (Availability of Funds) (collectively, the “Buyer Excepted Representations”) shall be true and correct in all material respects as of the date when made hereof and as of the Closing Dates Date as though made at on and as of the Closing Date, except that time (except for those representations and warranties that speak address matters only as of a specific particular date need only be true and correct as of such date). All other representations and warranties of Buyer contained in this Agreement, in each case disregarding and without giving any effect to all qualifications and exceptions contained therein relating to materiality or material adverse effect or any similar standard or qualification, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date and except for such failures to be true and correct that have not had, and would not reasonably be expected to have, individually or in the Buyer(saggregate, a material adverse effect on the Buyer or its ability to perform any of its obligations under this Agreement or any of the other Transaction Documents to which it is a party. (iv) The Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) Buyer at or prior to the Closing DatesDate. (dv) The Buyer shall have delivered to the Company all of the documents and other items required to be delivered by the Buyer pursuant to Section 1(d)(i). (vi) Each of the Authorized Shares Proposal and the Nasdaq Approval Proposal shall have been approved by the requisite vote of the Company’s stockholders as determined in accordance with applicable law and the Certificate of Incorporation and Bylaws. (vii) The Company shall have filed a form UCC-1 with regard obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance and sale of the Common Shares to the Pledged Property Buyer. (viii) No Governmental Authority of competent jurisdiction shall have enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of the Proposed Transactions, including, without limitation, the Share Issuance and Pledged Collateral as detailed in the Security Agreement dated the date hereof Sale, which order, injunction, legal restraint or prohibition shall have become final and provided proof of such filing to the Buyer(s)non-appealable. (ix) The parties hereto shall have received CFIUS Approval.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Note and the Second Note to Buyer on the Buyer(s) at Initial Closing Date and the Closings Second Closing Date, respectively, is subject to the satisfaction, at or before the Closing Dateseach such applicable Closing, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: (ai) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company (A) the Initial Purchase Price (less, in the case of Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing Date by wire transfer of immediately available U.S. funds in accordance with the applicable Flow of Funds Letter and (B) the Second Purchase Price (less, in the case of Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by Buyer on the Second Closing Date by wire instructions provided by transfer of immediately available funds in accordance with the Companyapplicable Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) Buyer at or prior to the Closing Datessuch Closing. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(h)) for Convertible Debentures in respective amounts as set forth next to each the Initial Notes being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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 Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(h)) for the Additional Notes being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.