Common use of CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING Clause in Contracts

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue the Common Shares to each Investor at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) Such Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing Date.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation obligations of the Company hereunder to issue issue, sell and deliver to the Common Investors the Purchased Shares to each Investor at the Closing in exchange for such Investor's Warrants is are subject to the satisfaction, at fulfillment or before waiver (if permissible by applicable Law) as of the Closing Date, of each of the following conditions, provided that these conditions are and for the Company's sole benefit and may be waived by avoidance of doubt, such obligations of the Company at in respect of any time Investor shall be subject to the following in its sole discretion by providing each Investor with prior written notice thereofrespect of all of the Investors: (i) Such Investor 1. No Restraint shall have executed each be in effect enjoining, restraining, preventing or prohibiting consummation of this Agreement and the Registration Rights Agreement and delivered the same to the CompanyTransactions. (ii) Such Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) 2. The representations and warranties of such each Investor set forth in this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality, shall be true and correct as of the date when made of this Agreement and as of the Closing Date with the same effect as though made at that time on and as of the Closing Date (except for representations to the extent that such representation and warranties that speak warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and such Investor correct would not, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Investors of the Transactions. 3. The Investors shall have performed, satisfied and complied with the covenantsperformed in all material respects all obligations, agreements and conditions covenants required by the Transaction Documents to be performed, satisfied or complied with performed by such Investor them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of the Investors by an executive officer of the Investors to such effect. 4. The Investors shall have executed and delivered the Registration Rights Agreement in the form attached as Exhibit A hereto. 5. Each Investor shall have executed and delivered a Secured Promissory Note. 6. Each Investor shall have executed and delivered a confidentiality agreement, in such form as agreed by the Company and the Investors as of the date hereof. 7. VPC shall have executed and delivered the First Amendment to the Security Agreement.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series A Preferred Shares (including the issuance of the applicable number of Common Shares and Preferred Shares to each Investor the Investor) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Investor with prior written notice thereof: (i) Such a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such b. Each of the Certificates of Designations shall have been filed with the Secretary of State of the State of Delaware; c. The Investor shall have delivered to the Company the Series A Preferred Stock Certificates representing the Series A Preferred Shares to be redeemed or its representative for surrender and cancellation exchanged by the original Exchanged Warrant and Company from the original New Warrant issued to such Investor pursuant to at the Redemption AgreementClosing. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) d. The representations and warranties of such the Investor contained herein shall be true and correct 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 such the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such the Investor at or prior to the Closing Date. e. The Company shall have obtained the consent of Foothill Capital Corporation to the transactions contemplated by the Transaction Documents. f. The Company shall have entered into separate redemption and exchange agreements relating to the Series A Preferred Stock with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series A Preferred Shares (including the issuance of the applicable number of Common Shares and Preferred Shares to each Investor Investor) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) a. Such Investor shall have executed each of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party and delivered the same to the Company. (ii) b. Each of the Certificates of Designations shall have been filed with the Secretary of State of the State of Delaware; c. Such Investor shall have delivered to the Company the Series A Preferred Stock Certificates representing the Series A Preferred Shares to be redeemed or its representative for surrender and cancellation exchanged by the original Exchanged Warrant and the original New Warrant issued to Company from such Investor pursuant to at the Redemption AgreementClosing. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) d. The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing Date. e. The Company shall have obtained the consent of Foothill Capital Corporation to the transactions contemplated by the Transaction Documents. f. The Company shall have entered into separate redemption and exchange agreements relating to the Series A Preferred Stock with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series A Preferred Shares (including the issuance of the applicable number of Common Shares to each Investor and Preferred Shares) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) a. Such Investor shall have executed each of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party and delivered the same to the Company. (ii) b. Each of the Certificates of Designations shall have been filed with the Secretary of State of the State of Delaware; c. Such Investor shall have delivered to the Company the Series A Preferred Stock Certificates representing the Series A Preferred Shares to be redeemed or its representative for surrender and cancellation exchanged by the original Exchanged Warrant and the original New Warrant issued to Company from such Investor pursuant to at the Redemption AgreementClosing. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) d. The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing Date. e. The Company shall have obtained the consent of Foothill Capital Corporation to the transactions contemplated by the Transaction Documents. f. The Company shall have entered into separate amended and restated redemption and exchange agreements relating to the Series A Preferred Stock with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series A Preferred Shares (including the issuance of the applicable number of Common Shares to each Investor and Preferred Shares) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Investor with prior written notice thereof: (i) Such a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such b. Each of the Certificates of Designations shall have been filed with the Secretary of State of the State of Delaware; c. The Investor shall have delivered to the Company the Series A Preferred Stock Certificates representing the Series A Preferred Shares to be redeemed or its representative for surrender and cancellation exchanged by the original Exchanged Warrant and Company from the original New Warrant issued to such Investor pursuant to at the Redemption AgreementClosing. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) d. The representations and warranties of such the Investor contained herein shall be true and correct 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 such the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such the Investor at or prior to the Closing Date. e. The Company shall have obtained the consent of Foothill Capital Corporation to the transactions contemplated by the Transaction Documents. f. The Company shall have entered into separate amended and restated redemption and exchange agreements relating to the Series A Preferred Stock with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation obligations of the Company hereunder to issue issue, sell and deliver to the Common Investor the Preferred Shares to each Investor at the Closing in exchange for such Investor's Warrants is are subject to the satisfaction, at fulfillment or waiver (if permissible by applicable Law) 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 by providing each Investor with prior written notice thereof: (i) Such 7.1 The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have delivered paid to the Company or its representative for surrender and cancellation the original Exchanged Warrant and Purchase Price against delivery of the original New Warrant issued to such Investor pursuant to the Redemption AgreementPreferred Shares. (iii) With respect to each holder 7.2 No Restraint shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this AgreementTransactions. (iv) 7.3 The representations and warranties of such the Investor set forth in this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality or Material Adverse Effect, shall be true and correct as of the date when made of this Agreement and as of the Closing Date with the same effect as though made at that time on and as of the Closing Date (except for representations to the extent that such representation and warranties that speak warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the performance by Investor of its obligations hereunder or the consummation by the Investor of the Transactions. The Company shall have received a certificate signed on behalf of the Investor by an executive officer of the Investor to such effect. 7.4 The Investor shall have performed, satisfied and complied with the covenantsperformed in all material respects all obligations, agreements and conditions covenants required by the Transaction Documents to be performed, satisfied or complied with performed by such Investor it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of the Investor by an executive officer of the Investor to such effect. 7.5 The Investor shall have executed and delivered the Investor Rights Agreement, in the form attached as Exhibit A hereto. 7.6 All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired and all other approvals under applicable Antitrust Laws (each as set forth on Schedule 6.9) shall have been obtained.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. (a) The obligation of the Company hereunder to issue the Common Shares Warrants to each Investor at the Initial Closing and redeem the applicable number of Preferred Shares (as set forth in exchange for Section 1(b)) from such Investor's Warrants Investor is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) Such Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have delivered to the Company or its representative for surrender and cancellation the Stock Certificates representing the Preferred Shares to be redeemed by the Company from such Investor at the Initial Closing with stock powers duly endorsed in blank. (iii) Such Investor shall have delivered to the Company the original Exchanged Warrant and the original New Old Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Initial Closing Date. (b) The obligation of the Company hereunder to redeem the applicable number of Preferred Shares (as set forth in Section 1(b)) from an Investor at a Redemption Closing after the Initial Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) Such Investor shall have delivered to the Company the Stock Certificates representing the Preferred Shares to be redeemed by the Company from such Investor at such Closing with stock powers duly endorsed in blank.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue consummate the Common Shares transactions contemplated by this Agreement with respect to each Investor at the Closing in exchange for such Investor's Warrants any Purchaser is subject to the satisfaction, at fulfillment on or before the Closing Date, of each of the following conditionsconditions (any of which may, provided to the extent permitted by applicable Law, be waived in writing by the Company, in whole or in part, it being understood that these if one or more of such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor not satisfied with prior written notice thereof: (i) Such Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreementcertain Purchaser(s), the Company shall have either (A) entered into an agreement may, but need not, waive such conditions with such holder respect to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement.other Purchaser(s)): (iva) The the representations and warranties of such Investor Purchaser contained herein in Article IV of this Agreement shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for that representations and warranties that speak made as of a specific datedate shall be required to be true and correct as of such date only); (b) such Purchaser shall have paid their applicable Securities Purchase Price in accordance with Section 2.04(a); (c) such Purchaser shall have delivered to the Company all Transaction Documents, certificates, instruments and other deliverable items required to be delivered pursuant to Section 2.04; and (d) no Governmental Authority (as defined in the Purchase Agreement) shall have enacted, issued, promulgated, or deemed applicable any Law (as defined in the Purchase Agreement), or issued or granted any final and such Investor non-appealable Order (as defined in the Purchase Agreement), that is in effect and that has the effect of permanently enjoining, making illegal, or otherwise prohibiting or preventing the consummation of the Acquisition or the transactions contemplated by this Agreement or the other Transaction Documents, no Governmental Authority shall have performedthreatened in writing to enact, satisfied issue, promulgate, make applicable, or grant any such Law or Order, and complied with all approvals of Governmental Authorities required under the covenants, agreements and conditions required by Purchase Agreement to complete the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to initial closing of the Closing DateAcquisition shall have been received.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series A Preferred Shares (including the issuance of the applicable number of Common Shares and Preferred Shares to each Investor the Investor) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Investor with prior written notice thereof: (i) Such a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such b. The Series B Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; c. The Investor shall have delivered to the Company the Series A Preferred Stock Certificates representing the Series A Preferred Shares to be redeemed or its representative for surrender and cancellation exchanged by the original Exchanged Warrant and Company from the original New Warrant issued to such Investor pursuant to at the Redemption AgreementClosing. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this Agreement. (iv) d. The representations and warranties of such the Investor contained herein shall be true and correct 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 such the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such the Investor at or prior to the Closing Date. e. The Company shall have obtained the consent of Foothill Capital Corporation to the transactions contemplated by the Transaction Documents. f. The Company shall have entered into separate amended and restated redemption and exchange agreements relating to the Series A Preferred Stock with each of the Other Investors and all conditions to the closings contemplated by such agreements shall have been satisfied or waived.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares (including the issuance of the applicable number of Common Shares to each Investor and Preferred Shares) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) a. Such Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) b. The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; c. Such Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or Existing Preferred Stock Certificates representing the Series B Warrants issued pursuant to the Securities Purchase AgreementPreferred Shares, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock C Preferred Shares and the exchange contemplated Series D Preferred Shares to be redeemed or exchanged by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver Company from such holder waiving any antidilution adjustment to Investor at the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this AgreementClosing. (iv) d. The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing Date. e. The Company shall have entered into separate redemption and exchange agreements relating to the Series B Preferred Stock and Series C Preferred Stock with each of the other holders thereof. f. Either, (i) the Company shall have received the Stockholder Approval or the Nasdaq Confirmation or (ii) during the period beginning on the date of this Agreement and ending on and including the date immediately preceding the Closing Date, such Investor shall have converted all of such Investor's Current Preferred Shares except for a number of Series C Preferred Shares not to exceed that number of Series C Preferred Shares set forth opposite such Investor's name on Column (9) on the Schedule of Investors.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder pay the Conversion Payment to issue the Common Shares an Investor and to each Investor at the Closing in exchange for redeem such Investor's Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Investor with prior written notice thereof: (i) Such Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have executed and delivered to the Company (A) a Conversion Notice (as defined in the Series D Certificate of Designations) for the conversion at the Closing of that number of Series D Preferred Shares set forth opposite its name on the Schedule of Investors and (B) a Conversion Notice (as defined in the Series F Certificate of Designations) for the conversion at the Closing of that number of Series F Preferred Shares set forth opposite its name on the Schedule of Investors. (iii) Such Investor shall have delivered to the Company or its representative for surrender designee (a) certificates representing that number of Series D Preferred Shares and cancellation Series F Preferred Shares set forth opposite such Investor's name on the original Exchanged Schedule of Investors and (b) Warrants representing the right to purchase that number of Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. Shares (iii) With respect to each holder as of the Warrants issued pursuant to respective issuance date of each such Warrant) set forth opposite such Investor's name on the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares Schedule of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this AgreementInvestors. (iv) The representations and warranties of such Investor contained herein shall be true and correct 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 such Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents this Agreement to be performed, satisfied or complied with by such Investor at or prior to the Closing Date.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series B Preferred Shares (including the issuance of the applicable number of Common Shares to each Investor Shares) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Investor with prior written notice thereof: (i) Such a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such b. The Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or Existing Preferred Stock Certificates representing the Series B Warrants issued pursuant Preferred Shares to the Securities Purchase Agreement, be redeemed or exchanged by the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of Investor at the Common Shares pursuant to this AgreementClosing. (iv) c. The representations and warranties of such the Investor contained herein shall be true and correct 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 such the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such the Investor at or prior to the Closing Date. d. The Company shall have entered into separate redemption and exchange agreements relating to the Series B Preferred Stock and Series C Preferred Stock with each of the other holders thereof. e. Either, (i) the Company shall have received the Stockholder Approval or the Nasdaq Confirmation or (ii) during the period beginning on the date of this Agreement and ending on and including the date immediately preceding the Closing Date, the Investor shall have converted all of such Investor's Current Preferred Shares except for a number of Series B Preferred Shares not to exceed that number of Series B Preferred Shares set forth opposite such Investor's name on Column (6) on the Schedule of Investor.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation obligations of the Company hereunder to issue issue, sell and deliver to the Common Investor the Preferred Shares to each Investor and the Warrant at the Closing in exchange for such Investor's Warrants is are subject to the satisfaction, at fulfillment or waiver (if permissible by applicable Law) 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 by providing each Investor with prior written notice thereof: (i) Such 7.1 The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such Investor shall have delivered paid to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption AgreementPurchase Price. (iii) With respect to each holder 7.2 No Restraint shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Warrants issued pursuant to the Redemption Agreement or the Series B Warrants issued pursuant to the Securities Purchase Agreement, the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of the Common Shares pursuant to this AgreementTransactions. (iv) 7.3 The representations and warranties of such the Investor set forth in this Agreement, disregarding all qualifications and exceptions contained herein therein relating to materiality, shall be true and correct as of the date when made of this Agreement and as of the Closing Date with the same effect as though made at that time on and as of the Closing Date (except for representations to the extent that such representation and warranties that speak warranty expressly speaks as of a specific an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure to be true and such correct would not, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Investor of the Transactions. 7.4 The Investor shall have performed, satisfied and complied with the covenantsperformed in all material respects all obligations, agreements and conditions covenants required by the Transaction Documents to be performed, satisfied or complied with performed by such Investor it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of the Investor by an executive officer of the Investor to such effect. 7.5 The Investor shall have executed and delivered the Registration Rights Agreement, the Investor Rights Agreement (including an executed confidentiality agreement substantially in the form of Exhibit A thereto) and the Warrant Agreement, in the forms attached as exhibits hereto, with such revisions or amendments thereto as may be required pursuant to the rules of any Exchange. 7.6 Simultaneously with Closing, Ascension Health shall have executed and delivered the MPSA incorporating the terms set forth in the Term Sheet. 7.7 All waiting periods (and any extensions thereof) applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING. The obligation of the Company hereunder to issue redeem and exchange the Series B Preferred Shares and the Series C Preferred Shares (including the issuance of the applicable number of Common Shares to each Investor and Preferred Shares) at the Closing in exchange for such Investor's Warrants is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Investor with prior written notice thereof: (i) Such a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii) Such b. The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; c. The Investor shall have delivered to the Company or its representative for surrender and cancellation the original Exchanged Warrant and the original New Warrant issued to such Investor pursuant to the Redemption Agreement. (iii) With respect to each holder of the Warrants issued pursuant to the Redemption Agreement or Existing Preferred Stock Certificates representing the Series B Warrants issued pursuant Preferred Shares and the Series C Preferred Shares to the Securities Purchase Agreement, be redeemed or exchanged by the Company shall have either (A) entered into an agreement with such holder to exchange such Warrants or Series B Warrants, as applicable, for shares of Common Stock and the exchange contemplated by such agreement is consummated prior to or concurrently with the Closing or (B) received a written waiver from such holder waiving any antidilution adjustment to the exercise price of the Warrants or the Series B Warrants, as applicable, held by such Investor which would otherwise result from the issuance of Investor at the Common Shares pursuant to this AgreementClosing. (iv) d. The representations and warranties of such the Investor contained herein shall be true and correct 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 such the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such the Investor at or prior to the Closing Date. e. The Company shall have entered into separate redemption and exchange agreements relating to the Series B Preferred Stock and Series C Preferred Stock with each of the other holders thereof. f. Either, (i) the Company shall have received the Stockholder Approval or the Nasdaq Confirmation or (ii) during the period beginning on the date of this Agreement and ending on and including the date immediately preceding the Closing Date, the Investor shall have converted all of the Investor's Current Preferred Shares except for a number of Series C Preferred Shares not to exceed that number of Series C Preferred Shares set forth opposite the Investor's name on Column (9) on the Schedule of Investor.