Common use of Conditions to the Holder’s Obligations Clause in Contracts

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement).

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to (or in the case of Subsection 4.03(f), substantially contemporaneously with) the Closing of the following conditions: : (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); ; (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; ; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations Designation that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx White & Gxxxxxxxx Case LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B; C; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement consummation of the Mergers and the PIPE Transaction shall be occurring immediately following the Closing; The Existing RRA shall have been amended and restated as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)A&R RRA. ARTICLE V. MISCELLANEOUS Section 5.01.

Conditions to the Holder’s Obligations. The obligation respective obligations of the Holder pursuant to consummate the Exchange and effect Section 2.2 in connection with the Closing is are subject to the satisfaction at satisfaction, or prior to the Closing waiver in accordance with this Agreement, of the following conditionsconditions on or before the Closing Date, both before and after giving effect to the Closing: (ai) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the each Company Party contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which any Transaction Document shall be true and correct as of the Closing Date (unless expressly made as of an earlier date herein in which case they shall be accurate as of such date); (ii) all obligations, covenants and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied performed by any Company Party or complied with by the Holder at any on or prior to the Closing Date pursuant to any Transaction Document (other than the obligations set forth in Section 2.2 to be performed at the Closing) shall have been performed; (iii) the delivery by each Company Party of the items such Company Party is required to deliver on or prior to the Closing Date pursuant to Section 2.2(a); (iv) there shall exist no Event of Default and no event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there shall be no breach of any obligation, covenant or agreement of any Company Party under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute such a breach; (vi) no Material Adverse Effect shall have occurred from the date hereof through the Closing Date; (cvii) The Company from the date hereof through the Closing Date, trading in the shares of Common Stock shall not have delivered been suspended by the Commission or DHAC’s principal Trading Market and, at any time prior to the Holder Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a copy banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the Certificate reasonable judgment of Designations that has been filed with such the Secretary of State of Holder, and without regard to any factors unique to such the State of DelawareHolder, makes it impracticable or inadvisable to purchase the Securities at the Closing; (dviii) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLPDHAC meets the current public information requirements under Rule 144 in respect of the Commitment Shares, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule BWarrant Shares and any other Registrable Securities; (eix) Nasdaq shall have completed its review of DHAC has duly submitted a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on Form with the Nasdaq Capital MarketMarket with respect to each issuance of Securities pursuant to this Agreement; and (fx) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (any other conditions contained herein or the “RRA Amendment”)other Transaction Documents, and including delivery of the Holder shall have received evidence reasonably satisfactory items that any Company Party is required to deliver on or prior to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)Closing Date pursuant to Section 2.3.

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations Designation that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxxx Xxxx & Gxxxxxxxx Xxxxxxxx LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule BC; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Company and the Deerfield Holders shall have entered into the Deerfield Exchange Agreement and the Deerfield Exchange shall have been amended as set forth consummated substantially contemporaneously with the Closing, in Exhibit B (each case, upon the “RRA Amendment”), and terms of the Holder shall have received evidence reasonably satisfactory Deerfield Exchange Agreement in the final form provided to the Holder that RRA Amendment shall have been adopted by Holders on the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)date hereof.

Conditions to the Holder’s Obligations. The Holder's obligation of to exchange its Series E Preferred Shares for Series G Preferred Shares is conditioned upon the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditionsfollowing: (a) Delivery by the Company to the Holder on the Closing Date of duly executed certificates representing the Series G Preferred Shares duly registered in the name of the Holder; (b) Receipt by the Holder on or before the Closing Date of confirmation of the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, in form reasonably satisfactory to the Holder; (c) The Company shall have delivered transmitted to the SEC for filing, pursuant to Rule 424(b) under the 1933 Act, an amended prospectus, in form and substance reasonably satisfactory to the Holder, relating to the resale of the Common Shares issuable upon conversion of the Series G Preferred Shares, and shall have provided the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii)with a reasonable number of copies of such amended prospectus; (bd) The Registration Statement has been declared effective by the SEC, no stop-order or similar proceeding relating to the Registration Statement shall be pending or threatened and the Registration Statement registers the Common Shares for resale in compliance with the 1933 Act; (e) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (f) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) this Agreement 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 when made if given on and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date)Date, and on or before the Closing Date the Company shall have in performed all material respects performed, satisfied covenants and complied with agreements of the covenants, agreements and conditions Company contained herein required hereunder to be performed, satisfied or complied with performed by the Company on or before the Closing Date (including, without limitation, payment of the expenses of the Holder at or prior to in accordance with Section 4(g)); (g) On the Closing Date; (c) The Company shall have delivered to , the Holder a copy having received an opinion of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx Atlas, Pxxxxxxx, Trop & Gxxxxxxxx LLPBorkson, as P.A., counsel to for the Company, containing dated the opinions Closing Date, addressed to the Holder, in form, scope and substance reasonably satisfactory to the Holder, substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital MarketANNEX II attached hereto; and (fh) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (On or before the “RRA Amendment”)Closing Date, and the Holder shall have received evidence reasonably satisfactory to a copy of the Holder Transfer Agent Instructions together with confirmation that RRA Amendment shall the same have been adopted given to and accepted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)Transfer Agent.

Conditions to the Holder’s Obligations. The obligation Subject to all of the terms of this Agreement, the obligations of each Holder to consummate the Exchange and effect the Closing is hereunder are subject to the satisfaction satisfaction, at or prior to before the Closing Date or as otherwise may be provided herein, of each of the following conditions, provided that these conditions are for such Holder’s sole benefit and may be waived by such Holder at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) The Company shall have executed and delivered (or, in the case of any Transaction Document to which a Subsidiary is a party, caused such Subsidiary to execute and deliver) to such Holder each of the Transaction Documents to which it or any Subsidiary is a party, including, without limitation, the Note for such Holder. (ii) The Company shall have delivered to such Holder a certificate, executed by an Executive Officer or Secretary of the Holder at Company and dated as of the Closing Date, as to the deliverables set forth in resolutions consistent with Section 1.02(a)(ii);3(b) as adopted by the Company’s Board of Directors. (biii) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects (other than representations and warranties that are already 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 as of such date 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 Company shall have in all material respects performed, satisfied and complied in all respects with the covenants, agreements and conditions required hereunder by the Transaction Documents to be performed, satisfied or complied with by the Holder Company at or prior to the Closing Date;. (civ) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (v) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the consummation of the transactions contemplated hereby. (vi) The Company shall have delivered to the such Holder a copy an opinion of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLP, as outside counsel to the Company, containing dated as of the opinions substantially Closing Date, in the form set forth in Schedule B;and substance reasonably satisfactory to such Holder. (evii) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement Imperium Advisers shall have been amended appointed the collateral agent under the Security Agreement, dated as set forth in Exhibit B (of August 30, 2006, securing the “RRA Amendment”)Company’s obligations under the Existing Notes, the Securities Purchase Agreement, and the Holder other transaction documents contemplated thereby. (viii) The Company shall have received evidence reasonably satisfactory delivered to such Holder such other documents relating to the transactions contemplated by this Agreement as such Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)or its counsel may reasonably request.

Conditions to the Holder’s Obligations. The Each Holder’s obligation of the Holder to consummate the Exchange and effect purchase its Notes on the Closing Date is subject to the satisfaction at or prior to the Closing of the following conditions: (ai) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The Company’s representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) 4 shall be true and correct in all material respects as of the date when made on and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (cii) The Company shall have deliver to each Holder at the Closing an executed Note in the form attached hereto as Exhibit A, respectively, in the original principal amount set forth on Schedule A; (iii) The Company shall deliver to each Holder at the Closing an executed Security Agreement, in the form attached hereto as Exhibit B, among the Company and the collateral agent named therein, as agent for all Holders (the “Collateral Agent”), to secure the Company’s obligations under the Notes (the “Security Agreement”); (iv) The Company shall deliver to each Holder at the Closing an executed Intellectual Property Security Agreement, in the form attached hereto as Exhibit C, among the Company and Collateral Agent, to secure the Company’s obligations under the Notes (the “Intellectual Property Security Agreement”); (v) The Company shall deliver to each Holder at the Closing an executed Preferred Stock Dividend Waiver, in the form attached hereto as Exhibit D, among the Company and the Preferred Stock Holders (the “Waiver”); and (vi) The Company shall deliver a certificate of the Secretary of the Company dated the Closing Date, certifying the incumbency and authority of the officers or authorized signatories of the Company who execute this Agreement, the Security Agreement, the Intellectual Property Security Agreement, and the Notes and the truth, correctness and completeness of the following exhibits which shall be attached thereto: (i) a copy of resolutions duly adopted by the Board of Directors of the Company, in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement, the Security Agreement, the Intellectual Property Security Agreement, and the Notes and the other documents delivered or to be delivered in connection herewith and the Holder consummation of the transactions contemplated herein and therein, as applicable, (ii) a copy of the Certificate of Designations that has been filed with the Secretary of State Incorporation of the State Company, and all amendments thereto, certified by an appropriate official of Delaware;the Company’s jurisdiction of incorporation, and (iii) a copy of the By-Laws of the Company. (dvii) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLPopinion of Mintz, as Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, containing dated the opinions substantially Closing Date, and in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended attached hereto as set forth in Exhibit B (the “RRA Amendment”)E, and the Holder shall have received evidence reasonably satisfactory subject only to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (such qualifications, limitations or exceptions as defined in the Registration Rights Agreement)may be acceptable to each Holder.

Conditions to the Holder’s Obligations. The Holder’s obligation of the Holder to consummate complete the Exchange and effect the at Closing is shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by such Holder: (a) The Company Resale Registration Statement or the Resale Shelf shall have delivered been declared effective by the SEC and no stop order related thereto has been issued or threatened to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii);be issued. (b) The the Ordinary Shares shall continue to be listed on the Trading Market as of the Closing Date and there shall have been no suspensions in the trading of the Ordinary Shares as of the Closing Date; (c) no injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made and no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the transaction contemplated by this Agreement; (d) the Exchange Shares shall have been approved for listing on the Trading Market and the Company has submitted to the Trading Market a Listing of Additional Shares notice; and (e) the representations and warranties of made by the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied satisfied, and complied with the covenants, all of its covenants and agreements and satisfied all of its obligations and conditions required hereunder to be performedby this Agreement, satisfied or complied with by and the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLP, as counsel to the Company, containing the opinions substantially certificate in the a form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement).mutually

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware;; and (d) The Holder (or their its counsel) shall have received customary legal opinions from Wxxxxxx Xxxx Gxxxxxxxx Dxxxxxx Xxxxxx Vxxxxxxxxx Xxxxxxxx & Gxxxxxxxx Hxxxxxxxx, LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement).C.

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to (or in the case of Subsection 4.03(f), substantially contemporaneously with) the Closing of the following conditions: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations Designation that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx White & Gxxxxxxxx Case LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule BC; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and; (f) The Registration Rights Agreement consummation of the Mergers and the PIPE Transaction shall be occurring immediately following the Closing; The Existing RRA shall have been amended and restated as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)A&R RRA.

Conditions to the Holder’s Obligations. The Holder's obligation of to exchange its Series D Preferred Shares for Series F Preferred Shares is conditioned upon the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditionsfollowing: (a) Delivery by the Company to the Holder on the Closing Date of duly executed certificates representing the Series F Preferred Shares duly registered in the name of the Holder; (b) Receipt by the Holder on or before the Closing Date of confirmation of the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, in form reasonably satisfactory to the Holder; (c) The Company shall have delivered transmitted to the SEC for filing, pursuant to Rule 424(b) under the 1933 Act, an amended prospectus, in form and substance reasonably satisfactory to the Holder, relating to the resale of the Common Shares issuable upon conversion of the Series F Preferred Shares, and shall have provided the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii)with a reasonable number of copies of such amended prospectus; (bd) The Registration Statement shall have been declared effective by the SEC, no stop-order or similar proceeding relating to the Registration Statement shall be pending or threatened and the Registration Statements register the Common Shares for resale in compliance with the 1933 Act; (e) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (f) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) this Agreement 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 when made if given on and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date)Date, and on or before the Closing Date the Company shall have in performed all material respects performed, satisfied covenants and complied with agreements of the covenants, agreements and conditions Company contained herein required hereunder to be performed, satisfied or complied with performed by the Holder at Company on or prior to before the Closing Date; (cg) The Company shall have delivered to On the Closing Date, the Holder a copy having received an opinion of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx Atlas, Pxxxxxxx, Trop & Gxxxxxxxx LLPBorkson, as P.A., counsel to for the Company, containing dated the opinions Closing Date, addressed to the Holder, in form, scope and substance reasonably satisfactory to the Holder, substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital MarketANNEX II attached hereto; and (fh) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (On or before the “RRA Amendment”)Closing Date, and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted by the Company and the holders of a majority copy of the Registrable Securities (as defined in the Registration Rights Agreement)Transfer Agent Instructions.

Conditions to the Holder’s Obligations. The obligation obligations of the Holder to consummate the Exchange and effect the Closing hereunder is subject to the satisfaction satisfaction, at or prior to before the Closing Date of each of the following conditions, provided that these conditions are for the Holder’s sole benefit and may be waived by the Holder at any time in its sole discretion: (a) The Company shall have executed the Transaction Documents and delivered the same to the Holder; b) The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Holder at the Closing the deliverables set forth in Section 1.02(a)(iiprior to Closing); (bc) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of at such date 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 Company shall have in all material respects performed, satisfied and complied in all material respects with the covenants, agreements and conditions required hereunder by the Transaction Documents to be performed, satisfied or complied with by the Holder Company at or prior to the Closing Date; (c) . The Company shall have delivered to the Holder a copy of the Certificate of Designations that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended as set forth in Exhibit B (the “RRA Amendment”), and the Holder shall have received evidence a certificate or certificates reasonably satisfactory requested by the Holder including, but not limited to certificates with respect to the Holder that RRA Amendment Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby; d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been adopted 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 the Transaction Documents. e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company and including but not limited to a change in the holders of a majority 1934 Act reporting status of the Registrable Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f) The Ordinary Stock shall have been authorized for quotation on the Principal Market and trading of the Ordinary Stock on the Principal Market shall not have been suspended by the Securities (as defined in and Exchange Commission or the Registration Rights Agreement)Principal Market.

Conditions to the Holder’s Obligations. The obligation obligations of the each Holder to consummate the Exchange and effect the Closing is transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditionsconditions precedent: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (bi) The representations and warranties of the Company Partnership contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) this Agreement shall be have been true and correct in all material respects as of on the date when made such representations and warranties were made, and on and as of the Closing Date as though if made as of such date (except for representations on and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (cii) The Company obligations of the Partnership contained in this Agreement shall have been duly performed on or before the Closing Date and the Partnership shall not have breached any of its covenants contained herein in any material respect; (iii) No order, statute, rule, regulation, executive order, injunction, stay, decree or restraining order shall have been enacted, entered, promulgated or enforced by any court of competent jurisdiction or governmental entity that prohibits the consummation of the transactions contemplated hereby, and no litigation or governmental proceeding seeking such an order shall be pending or threatened; (iv) The Offering Closing shall be occurring concurrently with the Closing (or the Closing shall occur prior to, but be conditioned upon the immediate subsequent occurrence of, the Offering Closing); and (v) The Partnership shall have delivered to the each Recipient and each Holder a copy of the Certificate of Designations that has been filed is to receive Common Units in connection with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Xxxx & Gxxxxxxxx LLPExchange a Supplemental Registration Rights Agreement, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule B; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Agreement shall have been amended attached hereto as set forth in Exhibit B (the “RRA Amendment”)C, and the Holder shall have received evidence reasonably satisfactory to the Holder that RRA Amendment shall have been adopted executed by the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)Corporation.

Conditions to the Holder’s Obligations. The obligation of the Holder to consummate the Exchange and effect the Closing is subject to the satisfaction at or prior to the Closing of the following conditions: (a) The Company shall have delivered to the Holder at the Closing the deliverables set forth in Section 1.02(a)(ii); (b) The representations and warranties of the Company contained in Section 2.02 (disregarding all qualifications as to materiality set forth therein) shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Company shall have in all material respects performed, satisfied and complied with the covenants, agreements and conditions required hereunder to be performed, satisfied or complied with by the Holder at or prior to the Closing Date; (c) The Company shall have delivered to the Holder a copy of the Certificate of Designations Designation that has been filed with the Secretary of State of the State of Delaware; (d) The Holder (or their counsel) shall have received customary legal opinions from Wxxxxxx Dxxxx Xxxx & Gxxxxxxxx Wxxxxxxx LLP, as counsel to the Company, containing the opinions substantially in the form set forth in Schedule BC; (e) Nasdaq shall have completed its review of a “Listing of Additional Shares Notification Form” for listing of the Conversion Shares on the Nasdaq Capital Market; and (f) The Registration Rights Company and the OrbiMed Holders shall have entered into the OrbiMed Exchange Agreement and the OrbiMed Exchange shall have been amended as set forth consummated substantially contemporaneously with the Closing, in Exhibit B (each case, upon the “RRA Amendment”), and terms of the Holder shall have received evidence reasonably satisfactory OrbiMed Exchange Agreement in the final form provided to the Holder that RRA Amendment shall have been adopted by Holders on the Company and the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement)date hereof.