Common use of CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE Clause in Contracts

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase any Note pursuant hereto 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 Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (a) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) The Common Stock shall be authorized for quotation or trading on the Principal Market, trading in the Common Stock shall not have been suspended for any reason, and all shares of Common Stock issuable upon the conversion of the Notes shall be approved for listing or trading on the Principal Market. (c) The SEDA is in full force and effect; (d) The representations and warranties of the Company set forth in Article IV of the SEDA are true and correct as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as if all references therein to “Agreement” are to this Agreement and all references to the sale of “Shares” or “Common Stock” are references to the Securities being sold pursuant hereto; (e) The Company shall have executed and delivered the Note to the Investor; (f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; (g) The Company has and continues to use its good faith efforts to have the Registration Statement declared effective by the SEC; (h) An investor of the Company has pledged to the Investor, pursuant to the form of Pledge Agreement attached hereto as Exhibit B a number of shares of Common Stock equal to 150% of the principal amount of the Note divided by the average of the VWAPs of the Common Stock on the 5 Trading Days prior to the Closing , and (i) The Company has received all necessary authorizations to sell the Note to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the Investor's obligation of the Investor hereunder to purchase any Note pursuant hereto is subject to the satisfaction, at or before Preferred Stock on the applicable relevant Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be unless waived by the Investor at any time in its sole discretionInvestor, is conditioned upon: (a) There a. The execution and delivery of this Agreement by the Company; b. Delivery by the Company to Investors the relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. Except to the extent contemplated by specific provisions of the Transaction Documents, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a Material Adverse Effectobtained; (b) e. The Common Stock shall be authorized for quotation or trading on the Principal Market, trading in of the Common Stock shall not have been suspended by the SEC or the NASDAQ Bulletin Board and trading in securities generally on The NASDAQ Bulletin Board shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ Bulletin Board, nor shall there be any reasonoutbreak or escalation of hostilities involving the United States, and all shares the effect of Common Stock issuable upon which on the conversion financial markets of the Notes shall be approved for listing or trading on United States is such as to make it, in the Principal Market. (c) The SEDA is in full force and effect; (d) The representations and warranties reasonable judgment of the Company set forth in Article IV of the SEDA are true and correct as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as if all references therein to “Agreement” are to this Agreement and all references to the sale of “Shares” or “Common Stock” are references to the Securities being sold pursuant hereto; (e) The Company shall have executed and delivered the Note to the Investor; (f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; (g) The Company has and continues to use its good faith efforts to have the Registration Statement declared effective by the SEC; (h) An investor of the Company has pledged to the Investor, pursuant impracticable or inadvisable to purchase the form of Pledge Agreement attached hereto as Exhibit B a number of shares of Common Stock equal to 150% of the principal amount of the Note divided by the average of the VWAPs of the Common Stock on the 5 Trading Days prior to the Closing , Preferred Stock; and (i) The Company has received all necessary authorizations to sell the Note to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase any the Note pursuant hereto 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 Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (a) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) The Common Stock shall be authorized for quotation or trading on the Principal Market, Market and trading in the Common Stock shall not have been suspended for any reason, and all shares of Common Stock issuable upon the conversion of the Notes shall be approved for listing or trading on the Principal Market.; (c) The SEDA is in full force and effect; (d) The representations and warranties of the Company set forth in Article IV of the SEDA are true and correct as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as if all references therein to “Agreement” are to this Agreement and all references to the sale of “Shares” or “Common Stock” are references to the Securities Note being sold pursuant hereto; (e) The Company shall have executed and delivered the Note to the Investor; (f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; (g) The Company has and continues to use its good faith efforts to have the Registration Statement has been declared effective by the SEC; (g) The Company’s average dollar trading volume for the 30 trading days prior the Closing Date is at least $30,000; (h) An investor The Company is not in material default nor aware of any potential material default with any of its lenders, except as has been disclosed in the Company has pledged to Company’s filings with the Investor, pursuant to the form of Pledge Agreement attached hereto as Exhibit B a number of shares of Common Stock equal to 150% of the principal amount of the Note divided by the average of the VWAPs of the Common Stock on the 5 Trading Days prior to the Closing , SEC; and (i) The Company has received all necessary authorizations to sell the Note to the Investor.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice, and the Investor hereunder shall not be obligated to purchase any Note pursuant hereto is Shares at a Closing, unless each of the following conditions are satisfied: (I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) subject to a Put Notice at all times until the satisfaction, Closing with respect to the subject Put Notice; (II) at or before all times during the period beginning on the applicable Put Notice Date and ending on and including the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (a) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) The Common Stock shall be authorized for quotation have been listed or trading quoted on the Principal Market, trading in the Common Stock Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any reasonpending or threatened proceeding or other action to suspend the trading of the Common Stock; (III) the Company shall have materially complied with its obligations under, and all shares shall not be otherwise in breach of or in default under, the Equity Line Transaction Documents, unless any such noncompliance, breach or default has been cured prior to delivery of the Investor’s Put Notice Date; (IV) no injunction shall have been issued and remain in force, and no action shall have been commenced by a governmental authority which has not been stayed or abandoned, which, in either case, would prohibit the purchase or the issuance of the Securities; and (V) the issuance of the Securities shall not violate any shareholder approval requirements of the Principal Market. If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock issuable upon the conversion of the Notes shall be approved for listing or trading on the Principal Market. (c) The SEDA is in full force and effect; (d) The representations and warranties of the Company set forth in Article IV of the SEDA are true and correct as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as if all references therein to “Agreement” are to this Agreement and all references to the sale of “Shares” or “Common Stock” are references to the Securities being sold pursuant hereto; (e) The Company shall have executed and delivered the Note to the Investor; (f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor; (g) The Company has and continues to use its good faith efforts to have the Registration Statement declared effective by the SEC; (h) An investor of the Company has pledged to the Investor, pursuant to the form of Pledge Agreement attached hereto as Exhibit B a number of shares of Common Stock equal to 150% of the principal amount of the Note divided by the average of the VWAPs of the Common Stock on the 5 Trading Days prior to the Closing , and (i) The Company has received all necessary authorizations to sell the Note to the Investorapplicable Put Notice.