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 sell Preferred Stock and Warrants at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a 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 at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

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

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Notes to the Buyer at the each Closing is subject to the satisfaction, on at or before the each Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties At or before the Closing Date of the Initial Tranche, the Buyer shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreementsame to the Company. b. At or before the Closing Date of the Initial Tranche, and the parties Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stockabove. c. The At or before the Closing Date of each Subsequent Tranche, Buyer shall have delivered a written notice to the Escrow Agent Company evidencing Buyer’s intent to purchase an additional Note on behalf of the Company such Closing Date (“Notice”) and shall have delivered the Purchase Price for in accordance with Section 1(b) above; provided that in no event shall the Preferred Stock Buyer deliver such Notice and Warrants purchased at Purchase Price later than six months from the Closing, by wire transfer date of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentthis Agreement. d. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date Date, as though made at that time (except for representations and warranties that speak as of a 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 at or prior to the each Closing Date. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants at Shares to RGC on the Closing Date or to the Additional Investors on the Additional Closing Date is subject to the satisfaction, on at or before the Closing DateDate or Additional Closing Date (as applicable), of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. a. (a) The parties applicable Purchaser shall have executed the signature page to the this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (b) The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Shares purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(c) above. d. (c) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date (solely in the case of RGC) or the Additional Closing Date (solely in the case of the Additional Investors) as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing DateDate (solely in the case of RGC) or the Additional Closing Date (solely in the case of the Additional Investors). e. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the First Convertible Debenture to the Investor at the First Closing is subject to the satisfaction, on at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. (i) The parties Investor shall have executed this Agreement, the Registration Rights Agreement Transaction Documents and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (ii) The Buyer Investor shall have delivered to the Escrow Agent on behalf of the Company the First Convertible Debenture Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Investor at or prior to the First Closing Date. e. No statute(b) 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, ruleat or before the Second Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have been enacted, entered, promulgated or endorsed executed the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Second Convertible Debenture Purchase Price by any court or governmental authority wire transfer of competent jurisdiction or any self regulatory organization having authority over immediately available U.S. funds pursuant to the matters contemplated hereby which restricts or prohibits wire instructions provided by the consummation of any Company. (iii) The representations and warranties of the transactions contemplated hereinInvestor shall be true and correct in all material respects as of the date when made and as of 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 Second Closing Date. f. (c) The Company's Board of Directors (and if necessary, the shareholders 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 approved 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 and to be performed, satisfied or complied with by the related documentation referred Investor at or prior to hereinthe Third Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (a) Such Buyer shall have executed this Agreementeach of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer shall have executed and delivered to the Company an Investor Questionnaire, in the form attached hereto as Exhibit D, pursuant to which each such Buyer shall provide information necessary to confirm each such Buyer’s status as an “accredited investor” (as such term is defined in Rule 501 promulgated under the 0000 Xxx) and to enable the Company to comply with the Registration Rights Agreement and the Escrow Agreement, and the parties . (c) Such Buyer shall have executed and delivered to the respective documents or signature pages thereof (via facsimile or otherwise as permitted Company an original and apostilled Subscription Form, in the Escrow Agreement) to form attached hereto as Exhibit E, together with an original and apostilled Secretary Certificate certifying the Escrow Agentauthority of the party executing the Subscription Form and an apostilled certificate of good standing of the Buyer as of a recent date. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (d) Such Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Common Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (e) The representations and warranties of the such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (f) The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over if any, necessary for the matters contemplated hereby which restricts or prohibits the consummation of any sale of the transactions contemplated hereinSecurities. f. (g) The Company's Board of Directors (and if necessary, Buyer shall have delivered such documents as may be reasonably requested by the shareholders Transfer Agent in connection with the registration of the Company) shall have approved this Agreement and Common Shares in the related documentation referred to hereinshare register of the Company maintained by the Transfer Agent.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to exchange the Original Notes for the Amended Notes and Common Shares and to issue and sell Preferred Stock and Warrants the Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, on at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer and each other Buyers shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Initial Purchase Price (less, in the case of Kings Road Investments Ltd. and Castlerigg Master Investments Ltd., the amounts withheld pursuant to Section 4(g) above) for the Preferred Stock and Warrants Initial Notes being purchased by such Buyer at the Closing, Initial Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany, which wire transfers, in the aggregate shall total $5,000,000. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the 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 such Buyer at or prior to the Initial Closing Date. e. (iv) No statutelitigation, rulestatus, rule regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of the transactions contemplated by the Transaction Documents. (b) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer and each other Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less (x) the Escrow Amount if the Escrow Waiver Event has not occurred prior to the Initial Closing Date and (y) in the case of Kings Road Investments Ltd., the amounts withheld pursuant to Section 4(g)) for the Additional Notes being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date. (iv) No litigation, status, rule regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of the transactions contemplated hereinby the Transaction Documents. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants at the Closing to each Purchaser hereunder is subject to the satisfaction, on at or before the each Closing Date, of each of the following conditionsconditions as to such Purchaser, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (a) Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement, the Registration Rights Agreement and each other Transaction Document to which such Purchaser is a party and delivered the Escrow Agreement, and same to the parties Company. (b) Each Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted full amount of such Purchaser’s Purchase Price in the Escrow Agreement) to the Escrow Agentaccordance with Section 8 hereof. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (c) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer such Purchaser at or prior to the applicable Closing Date. e. (d) The Company shall have delivered to such Purchaser a secretary’s certificate, dated as of the Closing Date, as to (i) the Resolutions, (ii) the Certificate, (iii) the Bylaws, (iv) the Certificate of Designation, each as in effect at the Closing, and (iv) the authority and incumbency of the officers of the Company executing the Transaction Documents and any other documents required to be executed or delivered in connection therewith. (e) No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessaryf) At the Closing, the shareholders Purchasers shall have received an opinion of counsel to the Company, dated the date of the CompanyClosing, in the form of Exhibit D hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing. (g) No action, suit or proceeding before any arbitrator or any governmental authority shall have approved been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement and the related documentation referred to hereinAgreement, or seeking damages in connection with such transactions.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Debentures and Warrants at to the Closing Purchaser hereunder is subject to the satisfaction, on at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. a. The parties Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Debentures and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing Date. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. e. The Company's Board of Directors (and if necessary, the shareholders of the Company) Company shall have approved received all consents, authorizations, approvals and orders necessary to enter into this Agreement and consummate the related documentation referred to hereintransactions contemplated hereby, all of which are set forth on SCHEDULE 3(e) hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Units to each Purchaser hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion:. a. The parties (a) Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement, Agreement and the Registration Rights Agreement and delivered the Escrow Agreementsame to the Company. (b) At the Special Meeting, the stockholders of the Company shall have approved an amendment to the Certificate of Incorporation (i) increasing the number of authorized shares of Common Stock and (ii) the issuance of the Preferred Shares, Conversion Shares and the parties Warrant Shares as contemplated by this Agreement. (c) The Company shall have consummated the transactions described on Exhibit D attached hereto. (d) Each Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the such Purchaser’s Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentUnits in accordance with Section 1(b) above. d. (e) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct in all material respects as of such date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer such Purchaser at or prior to the Closing Date. e. (f) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have duly executed and delivered to the Company an Investor Collateral Certificate and, in accordance with the instructions of the Company in the Flow of Funds Letter, maintained physical possession of a duly executed Investor Note of such Buyer, in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, issued pursuant to the Note Purchase Agreement of such Buyer, both as payment for, and as Collateral (as defined in such Buyer’s Series B Note) securing, such Buyer’s Series B Note to be issued and sold to such Buyer at the Closing. (ii) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (iii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Stock Note and the related Warrants being purchased by such Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to in accordance with the wiring instructions provided by the Escrow AgentFlow of Funds Letter. d. (iv) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to amend and restate the Bridge Facility and the Original Note Agreement in accordance herewith and to sell Preferred Stock the Notes, the Series A Warrants and the Series B Warrants to each applicable Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (a) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing(b) Such Buyer and each other Buyer, Augustine Fundas applicable, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of Prentice (a Buyer), a withholding amount with respect to certain expenses in accordance with Section 4(g)) for the Preferred Stock and Warrants Securities being purchased by such Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (c) The representations and warranties of the such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (d) All collateral pledged by MarNan and Xxxx shall have been enacted, entered, promulgated released and returned to MarNan and Xxxx and such release and termination documentation terminating the MarNan and Xxxx Agreements (including without limitation UCC termination statements) as MarNan or endorsed Xxxx shall reasonably request shall be executed and delivered by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinBridge Lenders to MarNan and Xxxx. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and the related Warrants to the Buyer at the Closing Closings is subject to the satisfaction, on at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. (i) The parties Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (ii) The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less the amounts withheld pursuant to Section 4(g)), for the Preferred Stock Common Shares and the related Warrants being purchased by the Buyer at the Closing, such Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though 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 shall have performed, satisfied 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 at or prior to the such Closing Date. e. No statute(iv) With respect to the Third Closing, rule, regulation, executive order, decree, ruling or injunction the Buyer shall have been enacteddelivered to the Company by August 15, entered, promulgated or endorsed by any court or governmental authority 2019 written notice that the Buyer intends to exercise its option to acquire Common Shares and Warrants at the Third Closing and the number of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinCommon Shares and Warrants to be acquired. f. The Company's (v) With respect to the Fourth Closing, the Buyer shall have delivered to the Company by August 30, 2019 written notice that the Buyer intends to exercise its option to acquire Common Shares and Warrants at the Fourth Closing and the number of Common Shares and Warrants to be acquired, and the Board of Directors (and if necessary, the shareholders of the Company) Company shall have approved this Agreement such sale of Common Shares and Warrants to the related documentation referred to hereinbuyer at the Fourth Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: a. The parties 6.1.1. Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The 6.1.2. Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. 6.1.3. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such 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 at or prior to the Closing Date, and Buyer shall have delivered a certificate in form reasonably acceptable to the Company and signed by an executive officer of Buyer to the effect that this condition has been satisfied. e. 6.1.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of any of the transactions contemplated hereinby the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin or prohibit or otherwise materially adversely affect any of the transactions contemplated by the Transaction Documents. f. 6.1.5. The Company's Board of Directors Company Stockholder Approval (and if necessary, as defined in the shareholders of the CompanyAccelmed SPA) shall have approved been obtained and a simultaneous closing under that certain Stock Purchase Agreement between the Company and Accelmed Growth Parties, L.P. (the ""Accelmed SPA") shall have occurred. 6.1.6. Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated by this Agreement and reasonably required to consummate the related documentation referred to hereintransactions contemplated hereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing a closing hereunder is subject to the satisfaction, on at or before the Closing Dateapplicable closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. With respect to the First Closing: a. (i) The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (ii) The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentFirst Closing in accordance with Section 1(b) above. d. (iii) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date date and time of such closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Datedate of the First Closing. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. b. With respect to the Second and Third Closing: (i) The Company's Board of Directors (and if necessary, the shareholders of the Company) applicable Purchaser shall have approved executed the signature page to this Agreement and the related documentation referred Registration Rights Agreement, and delivered the same to hereinthe Company. (ii) The applicable Purchaser shall have paid the Purchase Price for the Units purchased at such closing in accordance with Section 1(b) above. (iii) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the date of such closing. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 5.1. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares to the Purchaser at each of the Initial Closing, First Subsequent Closing and Warrants at the Second Subsequent Closing is subject to the satisfaction, on at or before each of the Initial Closing Date, First Subsequent Closing Date and Second Subsequent Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Purchaser with prior written notice thereof: a. (a) The parties Purchaser shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (b) The Buyer Purchaser shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Shares and the related Warrants being purchased by the Purchaser at each of the Initial Closing, First Subsequent Closing and Second Subsequent Closing, by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (c) The representations and warranties of the Buyer Purchaser contained herein shall be true and correct in all material respects as of the date when made and as of each of the Initial Closing Date, First Subsequent Closing Date and Second Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer Purchaser at or prior to each of the Initial Closing Date, First Subsequent Closing Date and Second Subsequent Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (d) The Certificate of Designation shall have been enactedfiled with the Secretary of State of the State of Nevada. (e) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3.1(b) above (the “Resolutions”). (f) As of the Initial Closing Date, enteredthe Company shall have reserved out of its authorized and unissued Common Stock, promulgated or endorsed by any court or governmental authority solely for the purpose of competent jurisdiction or any self regulatory organization having authority over effecting the matters contemplated hereby which restricts or prohibits conversion of the consummation Preferred Shares and exercise of any the Warrants, at least 30,000,000 shares of Common Stock. (g) The Purchaser shall have delivered to the Company such other documents relating to the transactions contemplated hereinby the Transaction Documents as the Company or its counsel may reasonably request. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Each Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Each Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of the Lead Investor, the amounts withheld pursuant to Section 4(d)), for the Preferred Stock Common Shares and the related Warrants being purchased by such Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany; provided, however, that the Lead Investor may surrender to the Company the Ospraie Note for cancellation pursuant to Section 5 thereof and any amount due thereunder by the Company as of the Closing Date shall reduce on a dollar-for-dollar basis the cash amount to be paid as Purchase Price by the Lead Investor. d. (iii) The Company shall have obtained (a) the affirmative vote of its stockholders at a special or annual meeting of stockholders of the Company (the “Stockholders Meeting”) approving the issuance of all of the Securities as described in the Transaction Documents (including the issuance of the Units under this Agreement and the shares of Common Stock and warrants to purchase shares of Common Stock to be issued under the W&R Promissory Note Amendment, the October 2012 and April 2013 Promissory Notes Amendment and as fees to the Placement Agent) in accordance with applicable law and the rules and regulations of the Principal Market without any limitation or restriction (“Stockholder Approval”) and (b) the Principal Market Approval. (iv) 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. (v) The representations and warranties of the each Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are true and correct in all respects) as of the date when made and as of the 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 in all material respects (except for those representations and warranties that are qualified by materiality, which are true and correct in all respects) as of such specified date), and the 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (vi) (A) The Company shall have been enacteddelivered duly executed signature pages of this Agreement by Buyers purchasing Common Shares and Warrants for an aggregate Purchase Price of $25,000,000 (or such greater amount solely to the extent approved by the Lead Investor in its sole discretion), entered, promulgated or endorsed by and (B) the Company shall not have received any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation notice of any of such Buyer providing that such Buyer is not willing, able and ready to fund its Purchase Price on the transactions contemplated hereinClosing Date. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Purchased Shares by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (ii) The representations and warranties of the Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 shall have performed, satisfied 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 at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer (or other senior executive officer reasonably acceptable to the Company) of the Buyer and dated as of the Closing Date, to the foregoing effect. e. (iii) No statute, rule, regulation, executive order, decree, ruling or injunction Laws shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement, nor shall there be on file any complaint by any Governmental Entity seeking an order or decree, restraining, enjoining or prohibiting the transactions contemplated by this Agreement. f. (iv) The Company's Board of Directors (and if necessaryBuyer shall have delivered to the Company a certificate, executed by the shareholders Secretary of the CompanyBuyer and dated as of the Closing Date, as to (A) shall have approved the certificate of incorporation of the Buyer, as in effect at the Closing, (B) the by-laws of the Buyer as in effect at the Closing, and (C) the incumbency signatures of the officers of the Buyer executing this Agreement and the related documentation referred to hereinor any other document executed in connection with this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: a. The parties 6.1.1. Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The 6.1.2. Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. 6.1.3. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such 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 at or prior to the Closing Date, and Buyer shall have delivered a certificate in form reasonably acceptable to the Company and signed by an executive officer of Buyer to the effect that this condition has been satisfied. e. 6.1.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of any of the transactions contemplated hereinby the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin or prohibit or otherwise materially adversely affect any of the transactions contemplated by the Transaction Documents. f. 6.1.5. The Company's Board of Directors (and if necessary, the shareholders of the Company) Company Stockholder Approval shall have approved been obtained. 6.1.6. The Pell Debt Conversion shall have been effected. 6.1.7. Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated by this Agreement and reasonably required to consummate the related documentation referred to hereintransactions contemplated hereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have fully completed, executed this Agreement, and delivered the Registration Rights Agreement and the Escrow Agreement, and the parties Purchaser’s Signature Page; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Company; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (and if necessary, the shareholders vi) The Company shall have filed with NASDAQ an application for listing all shares of the Company’s Common Stock issuable upon exercise of the Warrants and the Additional Warrants; (vii) Any right of first offer has been complied with, waived or will be complied with after the Closing in accordance with its terms; (viii) The Company shall have paid all of the expenses described in the Company’s engagement letter, dated October 16, 2008 with the Placement Agent. (ix) The Company’s counsel shall have delivered to the Purchasers a legal opinion in substantially the form attached hereto as Exhibit B. (x) The Company shall have duly approved this Agreement and filed with the related documentation referred to hereinSecretary of State of the State of Delaware the Certificate of Designations in the form attached hereto as Exhibit C. (xi) There shall have occurred no material adverse change in the Company’s consolidated business or financial condition since June 30, 2008; and (xii) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants Convertible Securities to a Purchaser at the Closing closings is subject to the satisfaction, on at or before the Closing Dateappropriate closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. The obligation of the Company to issue and sell the Convertible Securities to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Convertible Securities to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Convertible Securities hereunder will not relieve the Company of its obligations with respect to any other Purchaser. (a) With respect to the First Closing: a. (i) The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (ii) The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company paid the Purchase Price for the Preferred Stock and Warrants Convertible Securities purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(b) above. d. (iii) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing DateFirst Closing. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. (b) With respect to the Second Closing: (i) The Company's Board of Directors (and if necessary, the shareholders of the Company) applicable Purchaser shall have approved executed the signature page to this Agreement and the related documentation referred Registration Rights Agreement, and delivered the same to hereinthe Company. (ii) The applicable Purchaser shall have paid the Purchase Price for the Convertible Securities purchased in accordance with Section 1(b) above. (iii) The representations and warranties of the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such closing as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to such closing. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell Preferred Stock the Notes and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have fully completed, executed this Agreement, and delivered the Registration Rights Agreement and the Escrow Agreement, and the parties Purchaser’s Signature Page; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Company; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (and if necessary, the shareholders vi) The Company shall have filed with NASDAQ an application for listing all shares of the Company’s Common Stock issuable upon exercise of the Warrants and the Additional Warrants in accordance with applicable NASDAQ rules; (vii) Any right of first offer has been complied with or waived; (viii) The Company shall have paid all of the expenses described in the Company’s engagement letter, dated June 2, 2009, with the Placement Agent (the “Engagement Agreement”). (ix) The Company, the Purchasers and a collateral agent acceptable to the Company and the Purchasers (the “Collateral Agent”) shall have approved this entered into a Collateral Agent Agreement substantially in the form attached hereto as Exhibit C ; (x) The Company and the related documentation referred Collateral Agent shall have entered into a security agreement substantially in the form attached hereto as Exhibit D (the “Security Agreement”); (xi) The Company shall have executed and delivered such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchasers and the Collateral Agent, to hereinperfect the security interests of the Purchasers under the Security Agreement; and (xii) The Company’s counsel shall have delivered to the Purchasers a legal opinion in substantially the form attached hereto as Exhibit E. (xiii) There shall have occurred no material adverse change in the Company’s consolidated business or financial condition since March 31, 2009; and (xiv) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Notes to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. (a) (i) The parties Company shall have entered into an Exchange Agreement, in the form previously provided to the Buyer or otherwise in a form and substance reasonably satisfactory to the Buyer, and (ii) the Company and tendering holders of Exchange Notes shall have exchanged Exchange Notes in an aggregate principal amount of $15,000,000 for Common Stock and warrants to purchase Common Stock in accordance with the terms of the Exchange Agreement. (b) The Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and delivered the Escrow Agreement, and same to the parties Company. (c) The Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in Escrow Agreement to the Escrow Agreement) to Company, executed by the Buyer and the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (d) The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less the amounts withheld pursuant to Section 4(g)) for the Preferred Stock and Warrants Notes being purchased by the Buyer at the Closing, by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. The (e) Each of the representations and warranties of the Buyer contained herein shall be true and correct in all material respects as of the date when made and on and as of the Closing Date Date, as though if made at that time on such date (except for that those representations and warranties that speak address matters only as of a specific particular date shall remain true and correct in all material respects as of such date), and all covenants and agreements herein contained to be performed on the part of the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement herein contained to be performed, satisfied fulfilled or complied with by the Buyer at or prior to the Closing DateDate shall have been duly performed, fulfilled or complied with. e. (f) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings initiated under Section 8(d) or 8(e) of the Securities Act for any purpose shall be pending or threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Buyer. (g) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of Common Stock upon conversion of the Notes; and no injunction, restraining order or order of any other nature by any federal or state court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any shall have been issued as of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, Closing Date which would prevent the shareholders issuance or sale of the Company) shall have approved this Agreement and Notes or the related documentation referred to hereinissuance of Common Stock upon conversion of the Notes.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares to the Buyers at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyers with prior written notice thereof: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Each Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, its Purchased Shares by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (ii) The representations and warranties of the each Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 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 such Buyer at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer (or other senior executive officer reasonably acceptable to the Company) of each Buyer and dated as of the Closing Date, to the foregoing effect. e. (iii) No statute, rule, regulation, executive order, decree, ruling or injunction Laws shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement, nor shall there be on file any complaint by any Governmental Entity seeking an order or decree, restraining, enjoining or prohibiting the transactions contemplated by this Agreement. f. The Company's Board (iv) Each Buyer shall have delivered to the Company a certificate, executed by the Secretary of Directors (such Buyer and if necessary, the shareholders dated as of the CompanyClosing Date, as to (A) shall have approved the certificate of limited partnership or certificate of incorporation of such Buyer, as in effect at the Closing, (B) the limited partnership agreement or memoranda or articles of association or similar governing document of such Buyer as in effect at the Closing, and (C) the incumbency signatures of the officers of such Buyer or its general partner, or investment manager executing this Agreement and the related documentation referred to hereinor any other document executed in connection with this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the First Convertible Debenture to the Investor at the First Closing is subject to the satisfaction, on at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. (i) The parties Investor shall have executed this Agreement, the Registration Rights Agreement Transaction Documents and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (ii) The Buyer Investor shall have delivered to the Escrow Agent on behalf of the Company the First Convertible Debenture Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Investor at or prior to the First Closing Date. e. No statute(b) 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, ruleat or before the Second Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have been enactedexecuted the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Second Convertible Debenture Purchase Price, entered, promulgated or endorsed by minus any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over fees to be paid directly from the matters contemplated hereby which restricts or prohibits the consummation of any proceeds of the transactions contemplated Second Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. f. (iii) The Company's Board of Directors (representations and if necessary, the shareholders warranties of the Company) Investor shall be true and correct in all material respects as of the date when made and as of 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 approved performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and to be performed, satisfied or complied with by the related documentation referred Investor at or prior to hereinthe Second Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Notes to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. (a) The parties receipt and acceptance by the Company of subscriptions for the Offering Amount. (b) Each Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Security Agreement, and the parties shall have 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 Anti-Money Laundering Information Form and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (c) Each Buyer shall have delivered to the Company or the Escrow Agent on behalf of the Company Agent, as applicable, the Purchase Price for its Notes in the Preferred Stock amount set forth on the Buyer’s Omnibus Signature Page hereto and Warrants purchased at the Closing, Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (d) Each Buyer shall have executed and delivered the Subordination Agreement, substantially in the form attached hereto as Exhibit C to this Agreement (the “Subordination Agreement) with the Company and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (the “Senior Lender”). (e) The representations and warranties of the each 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 Date as though made at that time (except for representations and warranties that speak as of a specific date), and the 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 each Buyer at or prior to the Closing Date. e. No statute(f) All authorizations, ruleapprovals or permits, regulationif any, executive order, decree, ruling of any governmental authority or injunction regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing. (g) Each Buyer shall have been enactedcompleted and delivered to the Company a validly executed IRS Form W-8 BEN or IRS Form W-9, enteredas applicable, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinestablishing such Buyer’s exemption from withholding tax. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Purchased Shares by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (ii) The representations and warranties of the Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 shall have performed, satisfied 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 at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer (or other senior executive officer reasonably acceptable to the Company) of the Buyer and dated as of the Closing Date, to the foregoing effect. e. (iii) No statute, rule, regulation, executive order, decree, ruling or injunction Laws shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement, nor shall there be on file any complaint by any Governmental Entity seeking an order or decree, restraining, enjoining or prohibiting the transactions contemplated by this Agreement. f. (iv) The Company's Board of Directors (and if necessaryBuyer shall have delivered to the Company a certificate, executed by the shareholders Secretary of the CompanyBuyer and dated as of the Closing Date, as to (A) shall have approved the certificate of formation of the Buyer, as in effect at the Closing, (B) the limited liability company agreement of the Buyer as in effect at the Closing, and (C) the incumbency signatures of the officers of the Buyer executing this Agreement and the related documentation referred to hereinor any other document executed in connection with this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants Shares at the applicable Closing is subject to the satisfaction, on or before the date of the applicable Closing Dateas 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. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price in full for the Preferred Stock and Warrants Series B Shares purchased at the First Closing, the Second Closing or the Third Closing, or the Purchase Price in full for the Series C Shares being purchased at each Additional Closing, as applicable, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date made and as of the date of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a 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 at or prior to the Closing Datedate of the applicable Closing. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board e. Neither Buyer nor any affiliate of Directors (and if necessary, the shareholders of the Company) Buyer shall have approved this Agreement and (I) taken any short position in the related documentation referred Common Stock, nor (II) entered any hedging or arbitrage transactions with respect to herein.the Common Stock, nor (III) sold "put" options or similar instruments with respect to the Common Stock

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock the Initial Common Shares and the related Initial Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Initial Purchase Price for the Preferred Stock Initial Common Shares and the related Initial Warrants being purchased by such Buyer at the Closing, Initial Closing by wire transfer of immediately available funds pursuant to in accordance with the wiring instructions provided by the Escrow AgentInitial Flow of Funds Letter. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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 such Buyer at or prior to the Initial Closing Date. e. No statute(b) The obligation of the Company hereunder to issue and sell the Additional Common Shares, rulethe Pre-Funded Warrants (if any) and the Additional Warrants to each Buyer at the Closing is subject to the satisfaction, regulationat or before the Additional Closing Date, executive orderof each of the following conditions, decree, ruling or injunction provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any executed each of the transactions contemplated hereinother Transaction Documents to which it is a party and delivered the same to the Company. f. The Company's Board of Directors (ii) Such Buyer and if necessaryeach other Buyer shall have delivered to the Company the Additional Purchase Price for the Additional Common Shares, the shareholders Pre-Funded Warrants (if any) and the Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the Company) date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have approved performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and to be performed, satisfied or complied with by such Buyer at or prior to the related documentation referred to hereinInitial Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Notes and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have fully completed, executed this Agreement, and delivered the Registration Rights Agreement and the Escrow Agreement, and the parties Purchaser’s Signature Page; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Company; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (and if necessary, the shareholders vi) The NASDAQ Stock Market shall have approved for listing all shares of the Company’s Common Stock issuable upon exercise of the Warrants and the Additional Warrants; (vii) Any right of first offer has been complied with or waived; (viii) The Company shall have paid all of the expenses described in the Company’s engagement letter, dated June 4, 2008 with the Placement Agent. (ix) The Company, the Purchasers and a collateral agent acceptable to the Company and the Purchasers (the “Collateral Agent”) shall have approved this entered into a Collateral Agent Agreement substantially in the form attached hereto as Exhibit C ; (x) The Company and the related documentation referred Collateral Agent shall have entered into a security agreement substantially in the form attached hereto as Exhibit D (the “Security Agreement”); (xi) The Company shall have executed and delivered such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchasers and the Collateral Agent, to hereinperfect the security interests of the Purchasers under the Security Agreement; and (xii) The Company’s counsel shall have delivered to the Purchasers a legal opinion in substantially the form attached hereto as Exhibit E. (xiii) There shall have occurred no material adverse change in the Company’s consolidated business or financial condition since March 31, 2008; and (xiv) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Units to each Purchaser hereunder is subject to the satisfaction, on at or before the First Closing Dateand the Second Closing, as applicable, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (a) with respect to the First Closing and the Second Closing: a. The parties (i) Each Purchaser shall have executed such Purchaser's Execution Page to this Agreement, Agreement and the Registration Rights Agreement Agreements and delivered the Escrow Agreement, and same to the parties Company. (ii) Each Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Companysuch Purchaser's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units being purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentsuch Closing in accordance with Section 1(b) above. d. (iii) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the First Closing Date and the Second Closing Date, as applicable, as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer such Purchaser at or prior to the First Closing Date or Second Closing Date, as applicable. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The (v) Prior to the effectiveness of the Registration Statement filed in accordance with Section 2(a) of the First Registration Rights Agreement, the Company shall have received from each Purchaser a fully completed Selling Stockholder Questionnaire in a reasonable and customary form delivered to the Purchaser by the Company prior to the Closing for the Company's Board of Directors use in preparing the Registration Statement (and if necessary, as defined in the shareholders of Registration Rights Agreements). (b) With respect to the CompanySecond Closing: (i) The Company shall have approved this Agreement and obtained the related documentation referred to hereinStockholder Approval.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have executed and delivered the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties ; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Escrow; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (vi) Purchaser shall have delivered an officer’s certificate, in form and if necessary, the shareholders of substance reasonably acceptable to the Company, as to the accuracy of such Purchaser’s representations and warranties pursuant to ARTICLE II; and (vii) shall have approved this Agreement and the related documentation referred to hereinAny right of first offer has been complied with or waived.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and Warrants to a Buyer at each of the First Closing and the Second Closing is subject to the satisfaction, on at or before the Closing DateDate in respect of such applicable Closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. With respect to the First Closing and the Second Closing: (i) The parties applicable Buyer shall have executed this Agreement, Agreement and the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. (ii) The applicable Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted applicable Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agentabove. b. Prior to or contemporaneous (iii) The Series B Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all Secretary of State of the Company's Series A 8% Convertible Notes for shares State of the Company's Series E Convertible Preferred StockNevada. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iv) The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the applicable Closing Date. e. (v) 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. b. With respect to the Second Closing: (i) The Company's Board Series C Certificate of Directors (and if necessary, Designation shall have been accepted for filing with the shareholders Secretary of State of the Company) shall have approved this Agreement and the related documentation referred to hereinState of Nevada.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Units, Unit Shares and Unit Warrants to the Buyer(s) at the each Closing is subject to the satisfaction, on at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (a) Each Buyer shall have executed this Agreement, the Registration Rights Agreement and the Security Agreement, Escrow Agreement, Voting Agreement, and Registration Rights Agreement, and completed and executed the Investor Certification, the Investor Profile and the parties shall have Anti-Money Laundering Information Form and delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (b) The Buyer Buyer(s) shall have delivered to the Escrow Agent on behalf of the Company the Unit Purchase Price for the Preferred Stock Units, Unit Shares and Unit Warrants purchased at in respective amounts as set forth on the Closing, 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 wiring wire instructions provided by the Escrow AgentCompany. d. (c) With respect to the Initial Closing, proceeds from the sale of the Preferred Stock Units, Unit Shares and Unit Warrants of not less than the Minimum Amount shall be in escrow pursuant to the Escrow Agreement. (d) The representations and warranties of the Buyer 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 Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Buyer(s) at or prior to the applicable Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the First Convertible Debenture to the Investor at the First Closing is subject to the satisfaction, on at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. (i) The parties Investor shall have executed this Agreement, the Registration Rights Agreement Transaction Documents and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (ii) The Buyer Investor shall have delivered to the Escrow Agent on behalf of the Company the First Convertible Debenture Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Investor at or prior to the First Closing Date. e. No statute(b) 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, ruleat or before the Second Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (i) The Investor shall have been enactedexecuted the Transaction Documents and delivered them to the Company. (ii) The Investor shall have delivered to the Company the Second Convertible Debenture Purchase Price, entered, promulgated or endorsed by minus any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over fees to be paid directly from the matters contemplated hereby which restricts or prohibits the consummation of any proceeds of the transactions contemplated Second Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. f. (iii) The Company's Board of Directors (representations and if necessary, the shareholders warranties of the Company) Investor shall be true and correct in all material respects as of the date when made and as of 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 approved performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and to be performed, satisfied or complied with by the related documentation referred Investor at or prior to hereinthe Second Closing Date.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants Debentures at the Closing is subject to the satisfaction, on or before the Closing Datedate of the Closing, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price in full (subject to Section 1(a) above) for the Preferred Stock and Warrants Debentures purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date made and as of the date of the Closing Date as though made at that time (except for representations and warranties that speak as of a 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 at or prior to the Closing Datedate of the Closing. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation obligations of the Company hereunder to sell Preferred Stock and Warrants at the Closing is are subject to the satisfaction, on or before the Closing DateClosing, unless otherwise specified, 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. The parties Each of the Company and Purchaser shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise Transaction Documents as permitted in the Escrow Agreement) to the Escrow Agentwhich it is a party. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer . Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing DateClosing. e. c. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. d. All consents, approval, authorizations and orders required to be obtained and all registrations, filings and notices required to be made with or given to any regulatory authority or person as provided herein shall have been made. e. The Purchaser shall have entered into the Lock-Up Agreement attached hereto as Exhibit C with respect the Warrant Shares and the Note Shares. f. The Company's Board of Directors (and if necessary, Purchaser shall execute such documentation as may be reasonably requested by the shareholders Company to subordinate the obligations of the CompanyCompany under the Note to the Senior Indebtedness of the Company (as such term is defined in the Note) shall have approved this Agreement and the related documentation referred from time to hereintime outstanding.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and Warrants to the Buyers at each of the First Closing and Second Closing, as applicable, is subject to the satisfaction, on at or before the Closing DateDate in respect of such closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties With respect to the First Closing and Second Closing: (i) Each Buyer shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (ii) Each Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agentabove. b. Prior to or contemporaneous (iii) The Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all Secretary of State of the Company's Series A 8% Convertible Notes for shares State of the Company's Series E Convertible Preferred StockDelaware. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iv) The representations and warranties of the each Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing Date. e. (v) 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. b. With respect to the First Closing: (i) The Company's Board aggregate amount of Directors the Purchase Prices received by the Company from all Buyers shall be Eight Million Dollars ($8,000,000) and, in the event that subscriptions for less than $8,000,000 are received by the Company for the purchase of the Preferred Shares and if necessaryWarrants to be received at the First Closing, the shareholders Company will return to the Initial Investors who have wired funds to the Company all of the Companyfunds received. c. With respect to the Second Closing: (i) shall have approved this Agreement During the period beginning ninety (90) days after the Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the SEC and ending three hundred sixty (360) days after the Registration Statement is declared effective by the SEC, the closing price of the Common Stock on the Nasdaq Stock Market or the principal securities exchange or quotation system on which the Common Stock is traded is greater than $3.75 for ten (10) consecutive Trading days (as defined in the Certificate of Designation) during such period. (ii) The number of shares of Common Stock issued or issuable upon conversion or exercise of the Preferred Shares and Warrants issued or to be issued at both the First Closing and the related documentation referred Second Closing shall not exceed 4,912,082 unless the Company has received stockholder approval for such issuance. (iii) The aggregate amount of the Purchase Prices received by the Company from all Buyers shall be Two Million Dollars ($2,000,000) and, in the event that subscriptions for less than $2,000,000 are received by the Company for the purchase of the Preferred Shares to hereinbe received at the Second Closing, the Company will return to the Initial Investors who have wired funds to the Company all of the funds received.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants Units to a Purchaser at the Closing is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer applicable Purchaser shall have delivered to the Escrow Agent on behalf of the Company paid the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing DateClosing. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Initial Securities to the Purchaser hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. a. (a) The parties Purchaser shall have executed the Purchaser's Execution Page to this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. (b) The Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at Initial Securities in the Closing, by wire transfer of immediately available funds pursuant to amount set forth on the wiring instructions provided by the Escrow AgentPurchaser's Execution Page in accordance with Section 1(b)above. d. (c) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing Date. e. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. (e) The Company's Board of Directors (Company shall have filed the Supplement. The Registration Statement as supplemented by the Supplement, shall be effective and if necessary, shall cover the shareholders issuance and sale of the Company) shall have approved Initial Securities to the Purchaser pursuant to this Agreement and the related documentation referred to hereinissuance and sale of Warrant Shares upon the exercise of the Warrants. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding therefor has been initiated or threatened by the SEC.

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

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1 The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and Warrants to the Purchaser at the First Closing and the Second Closing is subject to the satisfaction, on or before as of the Closing Datedate of each such Closing, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. (i) The parties Purchaser shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Escrow AgreementAgreement and delivered the same to the Company and Shoreline. The Purchaser shall have completed and executed the Investor Questionnaire and Representation Agreement and delivered the same to the Company and Shoreline. (ii) The Purchaser shall have wired to the account of the Escrow Agent pursuant to the Escrow Agreement the Initial Purchase Price, in the case of the First Closing, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Additional Purchase Price, in the Escrow Agreement) to case of the Escrow AgentSecond Closing. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing Datesuch Closing. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amount withheld by such Buyer pursuant to Section 4(f)) for the Preferred Stock and Warrants Shares being purchased by such Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though 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 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any (iv) The Buyer represents that as of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, Execution Date the shareholders Buyer holds 300,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) shall have approved this Agreement and consents to (i) the filing of the Certificate of Designations, in the form attached hereto as Exhibit A, for the Preferred Shares and the related documentation referred issuance of the Preferred Shares in accordance with the Schedule of Buyers, and (ii) the filing of an amendment to hereinthe Series A in the form attached hereto as Exhibit F, which amendment provides that the 4.99% limitation on beneficial ownership shall be adjusted so that each Buyer can own up to 4.99% of the Company’s Common Stock.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants at the Closing under Article I of this Agreement is subject to the satisfaction, on fulfillment at or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the Company's sole benefit and may be waived by the Company in whole or in part at any time in its sole discretion. Without limitation, the Company may in its sole discretion proceed with the Closing with respect to each Investor as to whom each condition has been satisfied whether or not conditions have been satisfied as to other Investors: a. 6.1. The parties shall Investors will have executed this Agreement, the Registration Rights Agreement and will have delivered such Registration Rights Agreement to the Escrow Agreement, and Company on or immediately prior to the parties shall Closing Date. 6.2. The Investors will have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in purchase price for the Escrow Agreement) Securities to the Escrow AgentCompany in accordance with this Agreement on the Closing Date. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. 6.3. The representations and warranties of the Buyer Investors are true and correct in all material respects (except for representations and warranties that by their terms are qualified by materiality, which shall be true and correct in all material respects as of the date made and respects) as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), and the Buyer shall Investors will have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Buyer Investors at or prior to the Closing DateClosing. e. 6.4. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have has been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. 6.5. The aggregate purchase price of the Notes purchased at the first closing contemplated by the Note Purchase Agreement shall have been paid to the Company pursuant to the Escrow Agreement (as defined herein). 6.6. The Shareholder Approval shall have been received with respect to each proposal other than the proposal respecting the approval of the issuance of certain options to the Company's Board of Directors (and if necessaryemployees. 6.7. The Investors will have confirmed in writing to the Company that, the shareholders as of the CompanyClosing Date and after giving effect to the consummation of the transactions contemplated herein, no Investor beneficially owns 10% or more of the outstanding shares of the Common Stock as determined in accordance with Section 13(d) shall have approved this Agreement of the Exchange Act and the related documentation referred to hereinrules and regulations promulgated thereunder.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. VI.1 Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Convertible Securities to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Escrow Agreement, Agreement and delivered the parties same to the Company. (ii) Such Purchaser shall have delivered wired to the respective documents or signature pages thereof (via facsimile or otherwise as permitted in account of the Escrow Agreement) Agent pursuant to the Escrow Agent. b. Prior to or contemporaneous with Agreement the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the applicable Purchase Price for the Preferred Stock and Warrants Convertible Securities purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The Purchase Price delivered by all Purchasers for the aggregate amount of Convertible Securities purchased at the Closing shall equal at least $16,000,000. (iv) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing DateClosing. e. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Companyvi) All Purchasers shall have approved this executed an Intercreditor Agreement between such Purchasers and the related documentation referred to hereinFoothill Capital Corporation.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock Shares and Warrants to a Purchaser at the Closing hereunder is subject to the satisfaction, on at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, 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. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer applicable Purchaser shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentsuch Purchaser's Investment Amount in accordance with Section 2(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. e. The Company's Board of Directors (applicable Purchaser shall have completed and if necessary, provided to the shareholders Company the questionnaire provided by the Company pursuant to Section 4(a) of the Company) shall have approved this Agreement and the related documentation referred to hereinRegistration Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing written notice of such waiver to each Purchaser. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentClosing in accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performedand d. No litigation, satisfied or complied with by the Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock the Initial Notes and the Initial Warrants to each Buyer at the Initial Closing is subject to the satisfaction, on at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have executed each of this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer shall have delivered to the Escrow Agent on behalf Company its pro rata portion of the Company the Initial Purchase Price for the Preferred Stock Initial Notes and the Initial Warrants being purchased by such Buyer at the Closing, Initial Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the 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 Date as though made at that time (except for representations and warranties that speak as of a specific date), and the 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 such Buyer at or prior to the Initial Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (iv) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over provided the matters contemplated hereby which restricts or prohibits the consummation of any Company with a completed Investor Questionnaire. (b) The obligation of the transactions contemplated hereinCompany 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. f. (ii) The Company's Board representations and warranties of Directors (such Buyer contained herein shall be true and if necessary, the shareholders correct as of the Company) 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 approved this Agreement performed, satisfied and complied with the related documentation referred covenants, agreements and conditions required by the Transaction Documents to hereinbe performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell and deliver the Preferred Stock to the Buyer pursuant to this Agreement is conditioned upon: a. The receipt and acceptance by the Company of this Agreement as evidenced by execution of this Agreement by the Company for at least $20,000,000 in Preferred Stock (or such lesser amount as the Company, in its sole discretion, shall determine); b. Delivery by the Buyer to the Escrow Agent and by the Escrow Agent to the Company of good funds as payment in full of an amount equal to the aggregate purchase price for the Preferred Stock in accordance with Sections 1(b) and (c) hereof; c. The accuracy on the Closing Date of the Company hereunder to sell Preferred Stock representations and Warrants at warranties of the Buyer contained in this Agreement as if made on the Closing is subject Date and the performance by the Buyer on or before the Closing Date of all covenants and agreements of the Buyer required to the satisfaction, be performed on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent.; d. The accuracy on the Closing Date of the representations and warranties of First Granite Securities, Inc. (the Buyer shall be true "Distributor"), the placement agent for the offering and correct in all material respects as sale of the date Preferred Stock, contained in the placement agent agreement between the Company and the Distributor as if made on the Closing Date, and as of the performance by the Distributor on or before the Closing Date as though made at that time (except for representations of all covenants and warranties that speak as agreements of a specific date)the Distributor required to be performed on or before the Closing Date under such agreement, 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 delivery by the Buyer at or prior Distributor to the Company of a certificate to such effect, dated the Closing Date. e. No statuteConsummation on the Closing Date of the sale by the Company pursuant to the offering contemplated by Exhibit A of not less than an aggregate of 2,000 shares of Preferred Stock for an aggregate purchase price of not less than U.S. $20,000,000; and f. There shall not be in effect any law, rule, regulation, executive order, decree, ruling rule or injunction shall have been enacted, entered, promulgated regulation or endorsed by any court or governmental authority of competent jurisdiction order, injunction or any self regulatory organization having authority over the matters contemplated hereby which restricts decree, prohibiting or prohibits the consummation of any of restricting the transactions contemplated herein.hereby or by the private placement memorandum attached as Exhibit A, or requiring any consent or approval which shall not have been obtained, and no legal proceeding shall be pending or threatened seeking to restrain, prohibit, or obtain damages or other relief in connection with such transactions; f. The Company's Board g. All authorizations, consents and approvals of Directors (and if necessary, or filings with governmental authorities or other persons necessary or required in connection with the shareholders of the Company) shall have approved transactions contemplated by this Agreement and the related documentation referred to hereinprivate placement memorandum attached as Exhibit A hereto shall have been duly obtained or made.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing a closing hereunder is subject to the satisfaction, on at or before the Closing Dateapplicable closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. With respect to the First Closing: a. (i) The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (ii) The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentFirst Closing in accordance with Section 1(b) above. d. (iii) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date date and time of such closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Datedate of the First Closing. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. b. With respect to the Second Closing and the Third Closing: (i) The Company's Board of Directors (and if necessary, the shareholders of the Company) applicable Purchaser shall have approved executed the signature page to this Agreement and the related documentation referred Registration Rights Agreement, and delivered the same to hereinthe Company. (ii) The applicable Purchaser shall have paid the Purchase Price for the Units purchased at such closing in accordance with Section 1(b) above. (iii) The representations and warranties of the applicable Purchaser shall be true and correct as of the date when made and as of the date and time of such closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Purchaser at or prior to the date of such closing. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (v) The Stockholder Approval contemplated by Section 4(n) shall have been obtained.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. (a) The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (b) All Purchasers shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentClosing in accordance with Section 1(b) above. d. (c) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Datedate of the Closing. e. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing is subject to the satisfaction, on at or before the relevant Closing Date, of each of the following conditions, provided that these such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing prior written notice to each Purchaser. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties (a) In the case of a Closing Date, the applicable Purchaser shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered executed copies to the parties Company. (b) The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units being purchased by it at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentsuch Closing in accordance with Section 1(b) above. d. (c) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date date and time of such closing as though made at that time (except for representations and warranties that speak relate to a different date, which shall be true and correct as of a specific such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the applicable Closing Date. e. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred the Class A Common Stock and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have executed and delivered the signature page to this Agreement, Agreement and the Registration Rights Agreement and Agreement; (ii) Such Purchaser shall have wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof Agent (via facsimile or otherwise as permitted such term is defined in the Escrow Agreement); (iii) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (vi) Purchaser shall have delivered an officer’s certificate, in form and if necessary, the shareholders of substance reasonably acceptable to the Company, as to the accuracy of such Purchaser’s representations and warranties pursuant to ARTICLE II; and (vii) shall have approved this Agreement and the related documentation referred to hereinAny right of first offer has been complied with or waived.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and Warrants to a Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties applicable Buyer shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stockabove. c. The Buyer Certificate of Designation shall have delivered to been accepted for filing with the Escrow Agent on behalf Secretary of State of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer State of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentDelaware. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing Date. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) Company shall have approved this received an amendment to its Amended and Restated Stockholders Agreement and dated as of August 11, 1998, in the related documentation referred to hereinform of Exhibit AE hereto, duly executed by the "Purchasers" named therein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and the Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and delivered the Escrow Agreement, same to the Company. (ii) Such Buyer and the parties each other Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged transferred all of the Company's Series A 8% Convertible Notes for shares BTX Common Equity Units to the Company as payment of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Shares and the Warrants being purchased by such Buyer at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (iv) BTX Trader LLC shall have been enacted, entered, promulgated delivered to the Company a certificate evidencing the formation and good standing of BTX Trader LLC in its jurisdiction of formation issued by the Secretary of State (or endorsed by any court or governmental authority comparable office) of competent such jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any formation as of a date within fifteen (15) days of the transactions contemplated hereinClosing Date. f. The (v) BTX Trader LLC shall have delivered to the Company a certificate, in the form reasonably acceptable to the Company's Board , executed by the Secretary of Directors (BTX Trader LLC and if necessary, the shareholders dated as of the Closing Date, as to (i) resolutions consistent with Section 2(b) as adopted by BTX Trader LLC’s managing member and members in a form reasonably acceptable to the Company, (ii) the Articles of Association of BTX Trader LLC, and (iii) the operating agreement of BTX Trader LLC, each as in effect at the Closing. (vi) Divya Thakur and Ixxx Subkhankulov shall have approved this Agreement delivered into escrow with counsel to the Company their respective signature pages to employment agreements with BTX Trader LLC and lock-up agreements with the related documentation referred Company, in each case, in form and substance reasonably satisfactory to hereinthe Company, to be released from escrow to the Company and BTX Trader LLC immediately following the Closing Date. (vii) BTX Trader LLC shall have delivered to the Company a certificate, in the form reasonably acceptable to the Company, dated as of the Closing Date certifying that (A) it has no indebtedness other than an aggregate of $500,000 secured promissory notes payable to Divya Thakur and Ixxx Subkhankulov and (B) it has a minimum of $1,185,000 of cash and cash equivalents, and attach such other evidence as reasonably requested by the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and the Warrants to the Buyers at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties Each Buyer shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. Each Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stockabove. c. The Buyer shall have delivered to the Escrow Agent on behalf aggregate amount of the Company the Purchase Price received by the Company from all Buyers shall be Ten Million Dollars ($10,000,000) and, in the event that subscriptions for less than $10,000,000 are received by the Company for the purchase of the Preferred Stock Shares and Warrants purchased at the ClosingWarrants, by wire transfer of immediately available funds pursuant the Company will return to the wiring instructions provided by Initial Investors who have wired funds to the Escrow AgentCompany all of the funds received. d. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. e. The representations and warranties of the each Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the 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 applicable Buyer at or prior to the Closing Date. The Company shall have received a certificate from each Buyer, dated as of the Closing Date, to the foregoing effect. e. f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Although the Closing shall be deemed to occur on the date hereof, the obligation of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Debentures to the Buyer(s) is subject to the satisfaction, on at or before thedate on which the Closing DateCompany acquires Pure Promoter Ltd, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company Buyer at any time in its sole discretion: a. The parties (a) Each Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, Transaction Documents and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (b) The Buyer Buyer(s) shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Preferred Stock and Warrants purchased at Escrow Agent shall have delivered the Closing, net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (c) The representations and warranties of the Buyer Buyer(s) shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Buyer(s) at or prior to the such Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (d) The Company shall have been enacted, entered, promulgated or endorsed by any court or governmental authority filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of competent jurisdiction or any self regulatory organization having authority over such filing to the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinBuyer(s). f. (e) The Company's Board Company shall have executed such other documents as are reasonably required by the Buyer(s), which shall specifically include the Composite Guarantee and Debenture to be entered into by MobiVentures, Inc and MobiVentures Limited in favor of Directors Buyer(s) to secure their obligations under the guarantee provisions of that document by way of fixed and floating charge over all the assets and undertaking of each company and (and if necessary, ii) the Share Charges to be entered into by the shareholders of the Company) shall have approved this Agreement Pure Promoter Ltd and the related documentation referred to herein.Move2Mobile Ltd.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Securities to the Regulation D Purchasers at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties shall have executed this Agreement, discretion by providing the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow AgentRegulation D Purchasers with prior written notice thereof. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (a) The representations and warranties of the Buyer Regulation D Purchasers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Regulation D Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Regulation D Purchasers at or prior to the Closing Date. e. (b) No injunction, restraining order or order of any nature by a governmental authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Regulation D Placement or any of the transactions contemplated thereby; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Regulation D Purchasers after reasonable inquiry, be pending or contemplated as of the Closing Date. (c) [omitted] (d) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or any self regulatory organization having authority over sale of the matters contemplated hereby which restricts Securities; and no injunction or prohibits the consummation order of any federal, state or foreign court shall have been issued that would, as of the transactions contemplated herein. f. The Company's Board of Directors (and if necessaryClosing Date, prevent the shareholders issuance or sale of the Company) shall have approved this Agreement and the related documentation referred to hereinSecurities.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants Shares to the Investor at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties : Each Investor shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. Each Investor shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous above. The Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all Secretary of State of the Company's Series A 8% Convertible Notes for shares State of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. Nevada. The representations and warranties of the Buyer each Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and each Investor shall have performed, satisfied and complied in all material respects with the Buyer covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each Investor at or prior to the Closing Date. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Stockholder Approval shall have been obtained. CONDITIONS TO EACH INVESTOR'S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Series B Convertible Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Investor's sole benefit and may be waived by such Investor at any time in its sole discretion: The Company shall have executed this Agreement and delivered the same to the Investor. The Company shall have delivered to the Investor duly executed certificates representing the Series B Convertible Preferred Shares (in such denominations as the Investor shall request) in accordance with Section 1(a) above. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to such Investor. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied 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 Company at or prior to the Closing Date. e. . The Investor shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Investor including, but not limited to certificates with respect to the Company's Articles of Incorporation, By-laws and Board of Directors' and stockholder resolutions relating to the transactions contemplated hereby. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of by this Agreement. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company) . The Registration Rights Agreement attached hereto as Exhibit B shall have been executed and delivered by the Company. The Supplemental Registration Rights Agreement attached hereto as Exhibit C shall have been executed and delivered by the Company. Stockholder approval shall have been obtained. The Company shall have prepared the registration statement described in the Registration Rights Agreement attached hereto as Exhibit B in a form ready for filing with the Securities and Exchange Commission, which registration statement shall have been approved this Agreement and by the related documentation referred Investors, with such approval not to hereinbe unreasonably withheld.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Preference Shares and Warrants to a Buyer at the Closing is subject to the satisfaction, on at or before the Closing DateDate in respect of such applicable Closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. (a) With respect to the First Closing and Second Closing: (i) The parties applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Shareholder Agreement in the form attached hereto as Exhibit "E" (the "Shareholder Agreement"), and delivered the parties same to the Company. (ii) The applicable Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Tranche B-1 Purchase Price in the Escrow Agreementaccordance with Section 1(c) to the Escrow Agentabove. b. Prior to or contemporaneous (iii) The Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all State of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred StockMichigan. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iv) The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the First Closing Date. e. (v) 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. (b) With respect to the Second Closing date: (i) The Company's Board of Directors (and if necessary, the shareholders of the Company) applicable Buyer shall have approved delivered the Tranche B-2 Purchase Price in accordance with Section 1(c) above. (ii) The Buyer is in material compliance with the terms and conditions of this Agreement and the related documentation referred to hereinRegistration Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to each of the Purchasers at the Closing closings is subject to the satisfaction, on at or before the Closing Dateappropriate closing date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. a. With respect to the First Closing: a. The parties (i) Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. (ii) Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(b) above. d. (iii) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing Datesuch First Closing. e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors b. With respect to the Second Closing: (and if necessary, the shareholders of the Companyi) Purchaser shall have approved executed the signature page to this Agreement and the related documentation referred Registration Rights Agreement, and delivered the same to hereinthe Company. (ii) Purchaser shall have delivered the Purchase Price for the Units purchased in accordance with Section 1(b) above. (iii) The representations and warranties of Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Second Closing as though made at that time (except for representations and warranties that speak as of a specific date), and Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to such Second Closing. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares to the Investors at the each Drawdown Closing is subject to the satisfaction, on at or before the Drawdown Closing Date or Escrow Funding Date, as applicable, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Investor with prior written notice thereof: a. The parties (a) Each Investor shall have each duly executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted a fully completed Accredited Investor Questionnaire in the Escrow Agreementforms attached as Exhibit A. (b) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer each Investor contained in Section 2(a), Section 2(b), Section 2(c) and Section 2(g) of this Agreement shall be true and correct in all material respects as of the date when made and as of the Drawdown Closing Date or Escrow Funding Date, as applicable, 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 each Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Private Placement Documents to which it is a party to be performed, satisfied or complied with by the Buyer Investor at or prior to the Drawdown Closing Date or Escrow Funding Date, as applicable, and the Company shall have received a certificate executed by an authorized officer of each Investor, dated as of the Drawdown Closing Date or Escrow Funding Date, as applicable, certifying to the foregoing. e. No statute(c) The Company, ruleand to the extent applicable, regulationeach Investor, executive order, decree, ruling or injunction shall have been enactedreceived all approvals, enteredconsents or non-objections of Governmental Entities required prior to the Drawdown Closing Date or Escrow Funding Date, promulgated as applicable, for the transactions contemplated by this Agreement. (d) No provisions of any applicable law or endorsed by regulation and no judgment, injunction, order or decree of any court Governmental Entity shall prohibit the Drawdown Closing or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (by the Private Placement Documents to be executed at the Drawdown Closing Date or Escrow Funding Date, as applicable, and if necessary, the shareholders no lawsuit or formal administrative proceeding shall have been commenced by any Governmental Entity seeking to effect any of the Company) shall have approved this Agreement and the related documentation referred to hereinforegoing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants Shares to the Investor at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. : The parties Investor shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. The Investor shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous above. The Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all Secretary of State of the Company's Series A 8% Convertible Notes for shares State of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. Nevada. The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Investor at or prior to the Closing Date. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. by this Agreement. Stockholder Approval shall have been obtained. CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE. The Companyobligation of the Investor hereunder to purchase the Series B Convertible Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Investor's Board sole benefit and may be waived by the Investor at any time in its sole discretion: The Company shall have executed this Agreement and delivered the same to the Investor. The Company shall have delivered to the Investor duly executed certificates representing the Series B Convertible Preferred Shares (in such denominations as the Investor shall request) in accordance with Section 1(a) above. The Certificate of Directors Designation shall have been accepted for filing with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to the Investor. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and if necessarywarranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the shareholders covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate or certificates, executed by the chief executive officer of the Company) , dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor including, but not limited to certificates with respect to the Company's Articles of Incorporation, By-laws and Board of Directors' and stockholder resolutions relating to the transactions contemplated hereby. 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. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company. The Registration Rights Agreement attached hereto as Exhibit B shall have been executed and delivered by the Company. Stockholder approval shall have been obtained. The Company shall have prepared the registration statement described in the Registration Rights Agreement attached hereto as Exhibit B in a form ready for filing with the Securities and Exchange Commission, which registration statement shall have been approved this Agreement and by the related documentation referred Investor, with such approval not to hereinbe unreasonably withheld.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. The obligation of the Company to issue and sell Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have completed and executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units being purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentsuch Purchaser in accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. e. The Company's Board aggregate number of Directors (and if necessary, Preferred Units being purchased hereunder by all Purchasers at the shareholders of the Company) Closing shall have approved this Agreement be 3,250 and the related documentation referred to hereinaggregate number of Common Units being purchased hereunder by all Purchasers at the Closing shall be 1,750.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Convertible Notes to each Investor at the Closing is subject to the satisfactionsatisfaction by such Investor, on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. 6.1 The parties shall Investor will have executed this Agreement, Agreement and the Registration Rights Agreement and will have delivered those agreements to the Escrow Agreement, and the parties shall Company. 6.2 The Investor will have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in purchase price for the Escrow Agreement) Convertible Notes to the Escrow AgentCompany in accordance with this Agreement. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. 6.3 The representations and warranties of the Buyer shall Investor must be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), and the Buyer shall Investor will have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Buyer Investor at or prior to the Closing DateClosing. e. 6.4 No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect. f. 6.5 Each Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed by the Investors on or prior to the Closing Date. 6.6 No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending. 6.7 The Company's Board of Directors (and if necessary, the shareholders consent of the Company) 's lender, Silicon Valley Bank, shall have approved been obtained as required pursuant to the Company's Loan Agreement with such bank. In connection therewith, the Company shall exert all commercially reasonable best efforts to obtain such consent. 6.8 All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be duly obtained and effective as of the related documentation referred to hereinClosing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation hereunder of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Securities to the Investor is further subject to the satisfaction, on at or before the each Closing Date, of each of the following conditions, provided that these conditions set forth below. 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. (A) The parties Investor shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (B) The Buyer Investor shall have delivered to the Escrow Agent on behalf Company prior to the applicable Closing Date, a Put Settlement Sheet in the form attached hereto as Exhibit D setting forth the calculation of the number of Shares subject to the Put (based on the applicable Put Amount and Purchase Price) and to be purchased by the Investor on the applicable Closing Date, including any revisions required as a result of a withdrawal by the Company of any portion of the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds applicable Put Amount pursuant to the wiring instructions provided by the Escrow AgentSection 2(C). d. (C) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific particular date), which shall be true and correct in all material respects as of such dates) and the Buyer Investor shall have performed, satisfied and complied complied, in all material respects respects, with the covenants, agreements and conditions required by this Agreement the Equity Line Transaction Documents to be performed, satisfied or complied with by the Buyer at Investor on or prior to the before such Closing Date. e. (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. SECTION 8. FURTHER CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below. f. (A) The Company shall have executed the Equity Line Transaction Documents and delivered the same to the Investor. (B) The Common Stock shall be eligible for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the applicable Put Notice Date and through and including the respective Closing Date (excluding suspensions of not more than one (1) Trading Day resulting from business announcements by the Company's Board ). (C) The representations and warranties of Directors the Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and if necessarywarranties that speak as of a particular date, which shall be true and correct in all material respects as of such dates) and the Company shall have performed, satisfied and complied, in all material respects, with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. At the Investor’s request, the shareholders Company shall deliver a certificate of an authorized officer of the Company, setting forth an update as of such Closing Date of the representation contained in Section 4(C) above. (D) The Company shall have approved this Agreement executed and delivered to the related documentation referred Investor the certificates representing, or have executed electronic book-entry transfer of, the Securities (in such denominations as the Investor shall request) being purchased by the Investor at such Closing. (E) The board of directors of the Company shall have adopted resolutions consistent with Section 4(B)(II) above (the “Resolutions”) and such Resolutions shall not have been amended to hereinbe inconsistent with Section 4(B)(II) above or rescinded prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell exchange the Series A Preferred Stock Shares for the Series B Preferred Shares, to amend the Series A Warrants by issuance of the Amended Warrants and to issue the Additional Warrants to a Holder at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties applicable Holder shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. b. The applicable Holder shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Preferred Shares and Series E Convertible Preferred StockA Warrants in accordance with Section 1 above. c. The Buyer Series B Certificate of Designation shall have delivered to been accepted for filing with the Escrow Agent on behalf Secretary of State of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer State of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentNew Jersey. d. The representations and warranties of the Buyer applicable Holder shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer applicable Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Holder at or prior to the Closing Date. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Notes and Warrants to the Buyer(s) at the First Closing is subject to the satisfaction, on at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties : Each Buyer shall have executed this Agreement, the Registration Rights Agreement Transaction Documents and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) them to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. . The Buyer Buyer(s) shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased 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 at the ClosingClosings as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wiring wire instructions provided by the Escrow Agent. d. Company. The representations and warranties of the Buyer Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Date Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer 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 Buyer(s) at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any Dates. The obligation of the transactions contemplated herein. f. The Company's Board 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 Directors (and if necessary, the shareholders 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 approved 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 related documentation referred Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to hereinbe performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided Buyer understands that these conditions are for the Company's sole benefit and may be waived by obligation to sell the Company at any time in its sole discretionPurchased Securities to the Buyer pursuant to this Agreement on the Buyer’s Closing Date is conditioned upon: a. The parties shall have executed execution and delivery of this Agreement, and, where indicated, the Registration Rights Agreement and other Transaction Agreements by the Escrow Agreement, and Buyer on or before such Closing Date; b. The delivery by the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise Buyer by such Closing Date of good funds as permitted payment in the Escrow Agreement) full of an amount equal to the Escrow Agent. b. Prior to or contemporaneous Purchase Price in accordance with this Agreement; provided that, (i) for the ClosingInitial Closing Date, Augustine Fund, L.P., has exchanged all the aggregate purchase price of the Company's Series A 8% Convertible Notes for shares Buyer and any Other Buyers as of the Company's Series E Convertible Preferred Stock. c. The Buyer such date shall have delivered be at least equal to the Escrow Agent on behalf of Minimum Aggregate Purchase Price and (ii) for any subsequent Additional Closing Date, the Company the minimum aggregate Purchase Price for the Preferred Stock Buyer and/or any Other Buyers purchasing Purchased Securities hereunder on such date shall be at least equal to $200,000.00 (or, if the difference between the Maximum Aggregate Purchase Price and Warrants purchased the total of the Purchase Price of the Buyer and all Other Buyers prior to such date is a lower amount, the amount of such difference); and, provided, further, that at no time shall the Closingaggregate Purchase Prices of the Buyer and all Other Buyers exceed the Maximum Aggregate Purchase Price. c. On the Initial Closing Date, by wire transfer the delivery of immediately available funds pursuant to a Certificate substantially in the wiring instructions provided by form annexed hereto as Exhibit VII-A, and on each other Closing Date, the Escrow Agent.delivery of a Certificate substantially in the form annexed hereto as Exhibit VII-B. d. The accuracy on such Closing Date of the representations and warranties of the Buyer shall be true and correct contained in all material respects this Agreement, each as of the date if made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific on such 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 performance by the Buyer at on or prior before such date of all covenants and agreements of the Buyer required to the Closing Date.be performed on or before such date; and e. No statuteThere shall not be in effect any law, rule, regulation, executive order, decree, ruling rule or injunction shall have been enacted, entered, promulgated regulation prohibiting or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of restricting the transactions contemplated hereinhereby, or requiring any consent or approval which shall not have been obtained. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have executed and delivered the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties ; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Company; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (vi) Purchaser shall have delivered an officer’s certificate, in form and if necessary, the shareholders of substance reasonably acceptable to the Company, as to the accuracy of such Purchaser’s representations and warranties pursuant to ARTICLE II; and (vii) shall have approved this Agreement and the related documentation referred to hereinAny right of first offer has been complied with or waived.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants at the Closing Shares to a Purchaser hereunder is subject to the satisfaction, on at or before the Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. The obligation of the Company to issue and sell the Preferred Shares to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Preferred Shares to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Preferred Shares hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentShares in accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreementi) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Purchased Shares by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (ii) The representations and warranties of the Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though 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 shall have performed, satisfied 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 at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer (or other senior executive officer reasonably acceptable to the Company) of the Buyer and dated as of the Closing Date, to the foregoing effect. e. (iii) No statute, rule, regulation, executive order, decree, ruling or injunction Laws shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement, nor shall there be on file any complaint by any Governmental Entity seeking an order or decree, restraining, enjoining or prohibiting the transactions contemplated by this Agreement. f. (iv) The Company's Board of Directors (and if necessaryBuyer shall have delivered to the Company a certificate, executed by the shareholders General Partner of the CompanyBuyer and dated as of the Closing Date, as to (A) shall have approved the certificate of limited partnership of the Buyer, as in effect at the Closing, (B) the limited partnership agreement of the Buyer as in effect at the Closing, and (C) the incumbency signatures of the officers or members of the Buyer or its general partner executing this Agreement and the related documentation referred to hereinor any other document executed in connection with this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 6.1. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Purchased Shares at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: a. The parties 6.1.1. Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The 6.1.2. Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. 6.1.3. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such 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 at or prior to the Closing Date, and Buyer shall have delivered a certificate in form reasonably acceptable to the Company and signed by an executive officer of Buyer to the effect that this condition has been satisfied. e. 6.1.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of any of the transactions contemplated hereinby the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin or prohibit or otherwise materially adversely affect any of the transactions contemplated by the Transaction Documents. f. 6.1.5. The Company's Board of Directors Company Stockholder Approval shall have been obtained and a simultaneous closing under that certain Stock Purchase Agreement between the Company and Accelmed Growth Parties, L.P. (and if necessary, the shareholders of the Company""Accelmed SPA") shall have approved occurred. 6.1.6. Buyer shall have delivered to the Company such other documents, instruments or certificates relating to the transactions contemplated by this Agreement and reasonably required to consummate the related documentation referred to hereintransactions contemplated hereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants Shares to the LLC for the benefit of an Investor at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties : Each Investor and the LLC shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. Each Investor or the LLC shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agent. b. Prior to or contemporaneous above. The Certificate of Designation shall have been accepted for filing with the Closing, Augustine Fund, L.P., has exchanged all Secretary of State of the Company's Series A 8% Convertible Notes for shares State of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. Nevada. The representations and warranties of the Buyer each Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and each Investor and the Buyer LLC shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each Investor at or prior to the Closing Date. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. Stockholder Approval shall have been obtained. CONDITIONS TO THE LLC'S AND EACH INVESTOR'S OBLIGATION TO PURCHASE. The obligation of each Investor and the LLC hereunder to purchase the Series B Convertible Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the LLC's and such Investor's sole benefit and may be waived by the LLC or such Investor at any time in its sole discretion: The Company shall have executed this Agreement and delivered the same to the Investor. The Company shall have delivered to the LLC duly executed certificates representing the Series B Convertible Preferred Shares (in such denominations as the LLC shall request) in accordance with Section 1(a) above. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Nevada, and a copy thereof certified by such Secretary of State shall have been delivered to such Investor. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied 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 Company at or prior to the Closing Date. e. . The LLC shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the LLC including, but not limited to certificates with respect to the Company's Articles of Incorporation, By-laws and Board of Directors' and stockholder resolutions relating to the transactions contemplated hereby. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of by this Agreement. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company) . The Registration Rights Agreement attached hereto as Exhibit B shall have been executed and delivered by the Company. Stockholder approval shall have been obtained. The Company shall have prepared the registration statement described in the Registration Rights Agreement attached hereto as Exhibit B in a form ready for filing with the Securities and Exchange Commission, which registration statement shall have been approved this Agreement and by the related documentation referred LLC, with such approval not to hereinbe unreasonably withheld.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Units to a Purchaser at the Closing hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. The obligation of the Company to issue and sell the Units to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Units to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Units hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Units purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentClosing in accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Datedate of the Closing. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants the Notes to Prencen Lending at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (a) Such Buyer shall have executed each of this Agreement, the Registration Rights Agreement, the Security Agreement, the Intercreditor Agreement and the Escrow Agreement, Intercompany Subordination Agreement and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer (b) Prencen Lending shall have delivered to the Escrow Agent on behalf Company the Amended Note for cancellation. (c) Prencen Lending shall have delivered to the Company any stock certificates with respect to Subsidiaries of the Company the Purchase Price held by Prencen Lending or for the Preferred Stock such certificates that cannot be located, certificates of lost certificate affidavit and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant indemnity in form and substance reasonably satisfactory to the wiring instructions provided by the Escrow AgentCompany and each such Subsidiary. d. (d) Prencen Lending and Prencen shall have executed the Intercreditor Agreement (as defined in the Security Agreement) and delivered the same to the Company, Prencen and the Agent (as defined in the Security Agreement). (e) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date made (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 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 specific date), and the 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 such Buyer at or prior to the Closing Date. e. No statute, rule, regulation, executive order, decree, ruling or injunction (f) The Buyers shall have been enacteddelivered the instruments necessary to terminate effectiveness of the Terminated Documents, enteredincluding, promulgated without limitation, mortgage releases, re-assignments or endorsed by any court or governmental authority releases of competent jurisdiction or any self regulatory organization having authority over trademarks, copyrights and patents as are necessary to release, as of record, the matters contemplated hereby which restricts or prohibits security interests previously recorded with respect to the consummation of any of Terminated Documents. (g) Concurrently with the Closing herewith, the transactions contemplated hereinby the Other Securities Purchase Agreement shall be consummated. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Notes to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing Buyer with prior written notice thereof; provided, however, that other than subsection 5(a)(ii), the provisions of this Section 5 need not be fulfilled for any closing of sales of Subsequent Closing Notes pursuant to Section 1(c): a. (i) The parties Buyer and the Parent shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (ii) The Buyer or the Parent shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Notes being purchased by the Buyer or the Parent at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the Buyer and Parent 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 made hereof and as of the 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 date), and the Buyer and Parent shall have performed, satisfied 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 and Parent at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer of the Buyer, dated as of the Closing Date, to the foregoing effect in a form reasonably acceptable to the Company. e. (iv) The Buyer shall have delivered to the Company a certificate, executed by the Secretary of the Buyer and dated as of the Closing Date, as to (A) the resolutions adopted by the Board of Directors of the Buyer approving this Agreement and the transactions contemplated hereunder, (B) the Certificate of Incorporation and (C) the Bylaws, as in effect at the Closing, in a form reasonably acceptable to the Company. (v) No statutegovernmental entity or court of competent jurisdiction shall have enacted, threatened, issued, promulgated, enforced or entered any law, rule, regulation, executive orderjudgment, decree, ruling injunction, executive order or injunction shall have been enactedaward, enteredwhether temporary, promulgated preliminary or endorsed by any court permanent (an “Order”), that is then in effect, pending or governmental authority threatened and has, or would have, the effect of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of making the transactions contemplated hereinby the Transaction Documents illegal or otherwise prohibiting consummation of such transactions. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants Shares to each Buyer at the each Closing is subject to the satisfaction, on at or before the each respective Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer shall have executed this Agreement, each of the Registration Rights Agreement other Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Stock and Warrants Shares being purchased by such Buyer at the Closing, each Closing by wire transfer of immediately available funds pursuant to in accordance with the wiring instructions provided by the Escrow AgentFlow of Funds Letter. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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 such Buyer at or prior to the each Closing Date. e. No statute(iv) To the extent that the aggregate number of Preferred Shares to be purchased at a Closing plus all Preferred Shares purchased at previous Closings (the Required Shares”) exceeds 160, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) Company shall have approved this Agreement authorized, and the related documentation referred Company shall have filed with the Secretary of State of the State of Nevada, an amendment to hereinthe Certificate of Designations, in form reasonably satisfactory to the Buyers, to increase the total number of shares of Series B Preferred Stock authorized to be issued thereunder to equal at least the Required Shares. Each Buyer agrees that it shall sign a written consent pursuant to Nevada Revised Statutes 78.320(2) and in accordance with the Company’s Bylaws, in form reasonably satisfactory to it, consenting to such amendment as required by Section 30(b) of the Certificate of Designations.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided Buyer understands that these conditions are for the Company's sole benefit and obligation to sell the Note to the Buyer pursuant to this Agreement is conditioned upon the following (any or all of which may be waived by the Company at any time in its sole discretion:): a. (a) The parties release by the Buyer Escrow Agent to the Company on the Closing Date in accordance with the Buyer Escrow Instructions of an amount equal to the Purchase Price; (b) On the Closing Date, no legal action, suit or proceeding shall have executed be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof ; (via facsimile or otherwise as permitted in the Escrow Agreementc) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer contained in this Agreement and in the Questionnaire shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects on the Closing Date as of the date made if given on and as of the Closing Date as though made at that time (except for representations and warranties that speak given as of a specific date which representations shall be true and correct as of such date), and on or before the Closing Date the Buyer shall have performed, satisfied performed all covenants and complied in all material respects with agreements of the covenants, agreements and conditions Buyer required by this Agreement to be performed, satisfied or complied with performed by the Buyer at on or prior to before the Closing Date.; e. No statute, rule, regulation, executive order, decree, ruling or injunction (d) The Registration Statement shall have been enacted, entered, promulgated declared effective by the SEC and no stop order or endorsed by any court similar proceeding relating to the Registration Statement shall be pending or governmental authority of competent jurisdiction or any self regulatory organization having authority over threatened (it being understood that the matters contemplated hereby which restricts or prohibits the consummation of any inclusion of the transactions contemplated herein. f. The closing condition set forth in this clause (d) shall not limit the Company's Board obligations set forth in Section 8); (e) No event which, if the Note was outstanding, (1) would constitute an Event of Directors Default or, with the giving of notice or the passage of time or both, would constitute an Event of Default shall have occurred and be continuing or (2) would constitute a Repurchase Event or, with the giving of notice or the lapse of time, or both, would constitute a Repurchase Event shall have occurred and if necessary, be continuing; and (f) the shareholders Company shall have received an opinion of the Law Offices of Briax X Xxxxx, xxted the Closing Date, addressed to the Company) shall have approved this Agreement and , substantially in the related documentation referred to hereinform of Annex V attached hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock and Warrants at the Closing to each Purchaser is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (a) Each Purchaser shall have executed such Purchaser’s Signature Page to this Agreement, the Registration Rights Agreement and each other Transaction Document to which such Purchaser is a party and delivered the Escrow Agreement, and same to the parties Company. (b) Each Purchaser shall have delivered to Escrow Agent the respective documents full amount of such Purchaser’s applicable Purchase Price on the Closing Date in accordance with Section 1(b) hereof and the wire transfer instructions set forth on Exhibit D. (c) The Company and Northland Securities, Inc., with the written consent of the Required Purchasers (which consent may be via e-mail), shall have delivered a joint written notice to the Escrow Agent notifying the Escrow Agent that the conditions precedent to the Closing have been satisfied or signature pages thereof waived and instructing the Escrow Agent to release and disburse the Escrow Funds (via facsimile or otherwise as permitted defined in the Escrow Agreement) to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (d) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of on the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at such Purchaser on or prior to the Closing Date. e. (e) No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Initial Shares and Warrants the Put Shares to the Purchaser at the Initial Closing and Put Closing, respectively, is subject to the satisfaction, on at or before the Closing Dateapplicable closing date as specified below, 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 discretionby providing the Purchaser with prior written notice thereof: a. The parties 7.1 With respect to the Initial Shares, the Purchaser shall have executed this Agreement, and delivered to the Registration Rights Agreement Company the Termination and the Escrow Transition Agreement, and the parties such agreement shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted be in the Escrow Agreement) full force and effect consistent with its terms. 7.2 With respect to the Escrow Agent. b. Prior to or contemporaneous with Initial Shares, the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer Purchaser shall have delivered to the Escrow Agent on behalf of the Company the Aggregate Purchase Price for the Preferred Stock and Warrants Initial Shares being purchased by the Purchaser at the Closing, Initial Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. The 7.3 With respect to the Put Shares, the Purchaser shall have delivered to the Company at or before the Put Closing Date the Aggregate Put Price for the Put Shares being purchased by the Purchaser at the Put Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. 7.4 With respect to the Initial Shares and the Put Shares, the representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)hereof, and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Initial Closing Date or the Put Closing Date, as applicable. e. No statute7.5 With respect to the Initial Shares and the Put Shares, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation no provision of any of applicable law or regulation and no judgment, injunction, order or decree shall prohibit the transactions contemplated hereinInitial Closing or the Put Closing, as applicable, or shall prohibit the Purchaser from acquiring the Shares being sold hereunder. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Common Shares and Warrants to a Purchaser at the Closing is subject to the satisfaction, on or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (i) Such Purchaser shall have executed and delivered the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and the parties ; (ii) Such Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) wired its aggregate Purchase Price set forth on Schedule 1 hereto to the Escrow Agent.Escrow; b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (iii) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date with the same force and effect as though such representations and warranties had been made at that time on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and the Buyer such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Date.Closing; e. (iv) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.by this Agreement; f. (v) The Company's Board of Directors Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the transaction contemplated by this Agreement which the Company agrees to diligently procure; (vi) Purchaser shall have delivered an officer’s certificate, in form and if necessary, the shareholders of substance reasonably acceptable to the Company, as to the accuracy of such Purchaser’s representations and warranties pursuant to ARTICLE II; and (vii) The CCA-StorCOMM Merger shall have approved this Agreement and been completed, which the related documentation referred Company agrees to hereindiligently prosecute.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to sell Preferred Stock and Warrants at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided Each Subscriber understands 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. The parties shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) obligation to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for sell the Preferred Stock and Warrants purchased at are conditioned upon: (i) The receipt and acceptance by the Closing, Company of this Subscription Agreement and all duly executed Exhibits thereto by an authorized officer of the Company; (ii) Delivery into escrow by wire transfer of immediately available funds pursuant to the wiring instructions provided Escrow Agent by the Escrow Agent.Subscribers of good cleared funds (in an amount of not less than Five Hundred Thousand ($500,000) Dollars), and the original Notes marked canceled, as payment for the corresponding aggregate principal amount of Preferred Stock and Warrants; d. The (iii) All representations and warranties of the Buyer Subscribers contained herein shall be true and correct in all material respects as of the date when made and remain true and correct as of the Closing Date as though made at that such time (except for representations and warranties that speak as of a specific date), ) and the Buyer Subscribers shall have performed, satisfied and complied in with all material respects with the covenants, agreements and conditions required by this Agreement such agreements to be performed, satisfied or complied with by the Buyer them at or prior to the Closing Date.; e. No statute, rule, regulation, executive order, decree, ruling or injunction (iv) The Company shall have been enacted, entered, promulgated or endorsed obtained all permits and qualifications required by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over state for the matters contemplated hereby which restricts or prohibits the consummation of any offer and sale of the transactions contemplated herein.Preferred Stock and Warrants, or shall have the availability of exemptions therefrom. At the Closing Date, the sale and issuance of the Preferred Stock, Warrants, and the proposed issuance of the Common Stock underlying the Preferred Stock, and Warrants shall be legally permitted by all laws and regulations to which the Subscribers and the Company are subject; f. (v) The Company's Subscribers shall have received all governmental, Board of Directors (members, managers, partners, shareholders and if necessary, third-party consents and approvals necessary or desirable in connection with the shareholders issuance and sale of the Company) shall have approved Securities, and the entering into of this Agreement and the related documentation referred agreements referenced herein; (vi) No law or regulation shall have been imposed or enacted that, in the reasonable judgment of the Company could materially and adversely affect the transactions set forth herein or in the other agreements annexed hereto, and no law or regulation shall have been proposed that in the reasonable judgment of the Company could reasonably have any such effect; (vii) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that challenges the validity of or purports to hereinaffect this Agreement or any other agreement annexed hereto, or other transaction contemplated hereby or thereby or that could reasonably be expected to have a any material adverse effect on the enforceability of this agreement or any other agreement annexed hereto, or the Securities or the rights of the holders of the Securities or the Subscribers hereunder; and (viii) The Certificate of Secretary for the Preferred Stock shall have been filed with the Utah Secretary of State.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Warrants and Warrants Common Shares to a Purchaser at the Closing hereunder is subject to the satisfaction, on at or before the Closing DateClosing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing written notice of such waiver to each Purchaser. The obligation of the Company to issue and sell the Warrants and Common Shares to any Purchaser hereunder is distinct and separate from its obligation to issue and sell Warrants and Common Shares to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Warrants and Common Shares hereunder will not relieve the Company of its obligations with respect to any other Purchaser. a. The parties applicable Purchaser shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Warrants and Warrants Common Shares purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentClosing in accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the Closing Datedate of the Closing. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the -13- 14 matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation obligations of the Company hereunder to sell Preferred Stock and Warrants at the Closing is are subject to the satisfaction, on or before the Closing DateClosing, unless otherwise specified, 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. The parties Each of the Company and Purchaser shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise Transaction Documents as permitted in the Escrow Agreement) to the Escrow Agentwhich it is a party. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer . Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing DateClosing. e. c. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein. f. The Company's Board of Directors (d. All consents, approval, authorizations and if necessaryorders required to be obtained and all registrations, filings and notices required to be made with or given to any regulatory authority or person as provided herein shall have been made. e. Purchaser shall have entered into the Lock Up Agreement attached hereto as Exhibit D with respect to the Shares, the shareholders Warrant Shares and the Note Shares. f. Purchaser shall execute such documentation as may be reasonably requested by the Company to subordinate the obligations of the CompanyCompany under the Note to the Senior Indebtedness of the Company (as such term is defined in the Note) shall have approved this Agreement and the related documentation referred from time to hereintime outstanding.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants at the Closing Units to a Purchaser hereunder is subject to the satisfaction, on at or before the relevant Closing Date, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing prior written notice to each Purchaser. The obligations of the Company and CBS to issue and sell the Securities to any Purchaser hereunder are distinct and separate from their obligation to issue and sell Securities to any other Purchaser hereunder and any failure by one or more Purchasers to fulfill the conditions set forth herein or to consummate the purchase of Securities hereunder will not relieve the Company and CBS of their obligations with respect to any other Purchaser. a. The parties At or prior to the First Closing, the applicable Purchaser shall have executed this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered executed copies to the parties Company. b. The applicable Purchaser shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all Purchase Price for that portion of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred StockUnits being purchased by it at such Closing in accordance with Section 1(b) above. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the date and time of such Closing Date as though made at that time (except for representations and warranties that speak relate to a specific date, which representations and warranties shall be true and correct as of a specific such date), and the Buyer applicable Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to the applicable Closing Date. e. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or that prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (e. With respect to the Second and if necessaryThird Closings, the shareholders of Company has elected to close by written notice to the Company) shall have approved this Agreement and the related documentation referred to hereinPlacement Agent.

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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Debentures and Warrants to the Purchasers hereunder at the First Closing and the Preferred Shares and Warrants to the Purchasers hereunder at the Second Closing, as applicable, is subject to the satisfaction, on at or before the Closing DateDate in respect of such closing, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. a. The parties Purchasers shall have executed the signature page to this Agreement, Agreement and the Registration Rights Agreement and the Escrow Agreement, and delivered the parties same to the Company. b. The Purchasers shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the Escrow Agent. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock Securities and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agentin accordance with Section 1(b) above. d. c. The representations and warranties of the Buyer Purchasers shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Buyer Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchasers at or prior to the each Closing Date. e. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. e. The Company's Board of Directors (and if necessary, the shareholders of the Company) Company shall have approved received all consents, authorizations, approvals and orders necessary to enter into this Agreement and consummate the related documentation referred to hereintransactions contemplated hereby, all of which are set forth on SCHEDULE 3(E) hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Notes to the Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditions, provided provided, that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: a. (a) The parties Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. (b) The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants Notes being purchased by the Buyer at the Closing, by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. The (c) Each of the representations and warranties of the Buyer contained herein shall be true and correct in all material respects as of the date when made and on and as of the Closing Date Date, as though if made at that time on such date (except for that those representations and warranties that speak address matters only as of a specific particular date shall remain true and correct in all material respects as of such date), and all covenants and agreements herein contained to be performed on the part of the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement herein contained to be performed, satisfied fulfilled or complied with by the Buyer at or prior to the Closing DateDate shall have been duly performed, fulfilled or complied with. e. (d) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Notes or the issuance of Common Stock upon conversion of the Notes; and no injunction, restraining order or order of any other nature by any federal or state court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any shall have been issued as of the transactions contemplated herein. f. The Company's Board of Directors (and if necessary, Closing Date which would prevent the shareholders issuance or sale of the Company) shall have approved this Agreement and Notes or the related documentation referred to hereinissuance of Common Stock upon conversion of the Notes.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Debentures, the Shares and Warrants to a Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties A Buyer shall have executed this Agreementexecuted, as applicable, the Registration Rights Agreement and the Escrow AgreementTransaction Documents, and delivered the parties same to the Company. b. A Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agentabove. b. Prior c. A Buyer shall have executed a lock-up agreement with Paulson (the "Paulson Lock-Up Agreement") for a period not to or contemporaneous with excexx xxxxty (90) xxxx xrom the Closingdate the Paulson Registration Statement is declared effective by the SEC (txx "Xxxlson Registration Statement Effective Date") covering fifty perxxxx (00%) of its Shares, Augustine Fundand for a period not to exceed one hundred and eighty (180) days from the Paulson Registration Statement Effective Date covering the other fxxxx xxrcent (50%) of its Shares, L.P.and its Conversion Shares and Warrant Shares; provided, has exchanged all of however, in no event shall the Paulson Lock-Up Agreement be more restrictive than that offered to xxx xx the Company's Series A 8% Convertible Notes for officers, directors or holders of five percent (5%) or more of the outstanding shares of the Company's Series E Convertible Preferred Common Stock. c. The Buyer shall have delivered . In addition, if Paulson consents to the Escrow Agent on behalf any less restrictive modification or waiver of xxx xxrms of any such agreement with one or more of the Company Company's officers, directors or holders of five percent (5%) or more of the Purchase Price for outstanding shares of the Preferred Stock and Warrants purchased at Company's Common Stock, then the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow AgentPaulson Lock-Up Agreement shall be similarly modified or waived. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing Date. 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 self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock the Debentures and Warrants to the Buyers at the Closing is subject to the satisfaction, on at or before the Closing Date, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (a) Each Buyer shall have executed this Agreement, the Registration Rights Agreement and delivered the Escrow Agreement, and same to the parties Company. (b) Each Buyer shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted Purchase Price in the Escrow Agreementaccordance with Section 1(b) to the Escrow Agentabove. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (c) The representations and warranties of the each Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the 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 applicable Buyer at or prior to the Closing DateDate and the Company shall have received a certificate from each Buyer duly executed by an officer thereof to the foregoing effect. e. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. (e) The Company shall have received any consents necessary for the consummation of the transactions contemplated hereby including without limitation any consents required from the Company's Board of Directors (’s lenders. The Company shall have received from the Company’s existing noteholders confirmation that the Debentures constitute “Junior Capital”, as such term is defined in the documentation governing the terms and if necessary, the shareholders conditions of the Company’s Senior Notes due 2004 and the Company’s Series 1999-A Senior Notes due 2009. (f) The Company shall have approved made all filings under all applicable federal or state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws and shall have obtained all authorizations, approvals and permits necessary to consummate the related documentation referred to hereintransactions contemplated hereby and such authorizations, approvals and permits shall be effective as of the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Stock Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: a. The parties (i) Such Buyer and each other Buyer shall have executed this Agreement, each of the Registration Rights Agreement Transaction Documents to which it is a party and the Escrow Agreement, and the parties shall have delivered the respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) same to the Escrow AgentCompany. b. Prior to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all of the Company's Series A 8% Convertible Notes for shares of the Company's Series E Convertible Preferred Stock. c. The (ii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of The Riverview Group LLC, the amounts withheld pursuant to Section 4(g)) for the Preferred Stock Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing, Closing by wire transfer of immediately available funds pursuant to the wiring wire instructions provided by the Escrow AgentCompany. d. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the 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 such Buyer at or prior to the Closing Date. e. No statute; PROVIDED, ruleHOWEVER, regulation, executive order, decree, ruling or injunction that a Buyer's loss of status as an "Accredited Investor" shall not relieve the Company of its obligation to deliver the Securities. The Company shall have been enactedreceived a certificate, enteredexecuted by an authorized representative, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any dated as of the transactions contemplated hereinClosing Date, to the foregoing effect in the form attached hereto as EXHIBIT G1. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Preferred Stock and Warrants the Securities to Purchaser at the Closing is subject to the satisfaction, on or before as of the Closing DateDate and with respect to Purchaser, of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: a. The parties (a) Purchaser shall have executed this Agreement, Agreement and the Registration Rights Agreement and delivered the Escrow same to the Company. (b) The Company shall have received funds equal to the Purchase Price via wire transfer to the account designated by the Company. (c) SNIMD shall have executed that certain Distribution Agreement, the form of which is attached hereto as Exhibit D (the "Distribution Agreement") and delivered the parties same to the Company. (d) SNIMD and Purchaser shall have executed that certain Product Purchase Agreement, the form of which is attached hereto as Exhibit E (the "Product Purchase Agreement") and delivered the respective documents or signature pages thereof same to the Company. (via facsimile or otherwise as permitted e) Purchaser shall have provided the Company with evidence that a letter of credit in the Escrow Agreement) to amount of $2,500,000 shall have been issued for the Escrow Agentaccount of SNIMD and for the benefit of the Company in accordance with the requirements of the Product Purchase Agreement (the "Letter of Credit"). b. Prior (f) The Company shall have received confirmation from Nasdaq that the Company will not be required to or contemporaneous with the Closing, Augustine Fund, L.P., has exchanged all obtain shareholder approval of the Company's Series A 8% Convertible Notes for shares issuance of the Company's Series E Convertible H Preferred Stock. c. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price for the Preferred Stock and Warrants purchased at the Closing, by wire transfer of immediately available funds pursuant to the wiring instructions provided by the Escrow Agent. d. (g) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer Purchaser at or prior to the Closing DateClosing. e. (h) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated hereinby this Agreement. f. The Company's Board of Directors (and if necessary, the shareholders of the Company) shall have approved this Agreement and the related documentation referred to herein.