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

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationIrrevocable Transfer Agent Instructions (including the same executed by Signature Stock Transfer, Inc.). (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationEscrow Agreement. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent InstructionsInstructions (including the same executed by Signature Stock Transfer, Inc.). (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this Section 6.1. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationEscrow Agreement. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent InstructionsInstructions (including the same executed by Signature Stock Transfer, Inc.). (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationIrrevocable Transfer Agent Instructions (including the same executed by Olde Monmouth Signature Stock Transfer, Inc.). (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Securities at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 3 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing DateDate as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier datedate as so qualified, and, the representations and warranties made by the Company in Section 4 3 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company Investors shall have executed received an opinion from Xxxxxxx Business Law, PC, dated as of the Closing Date, in form and delivered substance reasonably acceptable to the Irrevocable Transfer Agent InstructionsInvestors and addressing such legal matters as the Investors may reasonably request. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 2 hereof qualified as to materiality shall be true and correct at all times prior to as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. . (b) The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bc) The Company shall have obtained any and all consents, permits, approvals, registrations registrations, and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (cd) The Company shall have executed and delivered the Registration Rights Agreement. (e) No judgment, writ, order, injunction, award award, or decree of or by any court, or judge, justice justice, or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in by the other Transaction Documents. (df) The Company shall have delivered a certificate, executed on behalf of the Company by an officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c), (e), (h) and delivered the Convertible Note and supporting documentation(i) of this Section 5.1. (eg) The Company shall have delivered a certificate, executed on behalf of the Company by an officer of the Company, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Documents and delivered the Irrevocable Transfer Agent Instructionsissuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have entered into one or more lock-up agreements in the form of Exhibit 6.14 to the Merger Agreement with the Persons listed in Schedule 6.14 to the Merger Agreement. (e) The Company shall have effected the exchange of the Bridge Notes (as such term is defined in the Private Placement Memorandum) for not more than an aggregate of 1,070,000 shares of Common Stock on the terms described in the Private Placement Memorandum. (f) The Merger shall have become effective and the other transactions to be consummated under the Merger Agreement on or prior to the closing date specified in the Merger Agreement shall have been consummated in compliance with the terms of the Merger Agreement. (g) The Company shall have entered into one or more subscription agreements with one or more accredited investors reasonably satisfactory to the Investors that contain terms no more favorable to the subscriber than the terms of this Agreement (the “Other Agreements”) and one or more voting agreements in the form attached hereto as Exhibit B with such other investors. (h) The Company shall have received gross proceeds from the sale of the Shares as contemplated hereby and under the Other Agreements of at least Eight Million Three Hundred Forty Two Thousand Dollars ($8,342,000). (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (f), (g), (h), (i) and delivered the Convertible Note and supporting documentation(m) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fl) The Investors shall have received an opinion from Xxxxxxxx Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The Each Investor’s obligation of the Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all material consents, permits, approvals, registrations and waivers that are necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Certificate of Designation shall have been filed with the Delaware Secretary of State, and delivered to such Investor written evidence of the acceptance of such filing. (e) The Company shall have delivered to such Investor duly executed Warrants and certificates representing the Preferred Shares being purchased by such Investor at the Closing. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dg) The Company shall have delivered to such Investor a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and delivered the Convertible Note and supporting documentation(b) of this Section 6.1. (eh) The Company shall have delivered to such Investor a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Restated Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fi) The Investor shall have received an opinion from Wxxxxxxxx Xxxxx Chediak Cxxxxxx Xxxxxx Law Corporation, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Required Investors and addressing such legal matters as the Required Investors may reasonably request. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (k) The Company shall have authorized and reserved for issuance the aggregate number of shares of Common Stock issuable upon the exercise of Warrants to be issued at the Closing. (l) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transaction contemplated hereby and by the other Transaction Documents. (m) There shall not have occurred any material adverse change in the Company’s consolidated business or financial condition since the date of the Company’s most recent SEC Filing. (n) The Common Stock shall be listed on the NASDAQ CM.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Certificate of Designation shall have been filed with the Secretary of State of Nevada and shall be effective; a filed copy of the Certificate of Designation shall have been provided to the Investors. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedOTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Purchased Shares at the Closing is subject to the fulfillment to such the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the InvestorInvestor with the agreement of the Company: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Purchased Shares and the consummation of the other transactions contemplated by the Transaction Documentsthis Agreement, all of which shall be in full force and effect. (c) The Company shall have filed with Nasdaq a Listing of Additional Shares notification (or an appropriate amendment thereto, as applicable) applicable to the issuance and sale of the Purchased Shares pursuant to this Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authorityGovernmental Authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authorityGovernmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationby this Agreement. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and delivered the Irrevocable Transfer Agent Instructions(g) of this Section 6.1. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC Nasdaq or any other governmental or regulatory body with respect to public trading in the Common Stock. (g) The Purchased Shares shall be delivered to the Investor.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Purchased Shares at the Closing is subject to the fulfillment to such the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the InvestorInvestor with the agreement of the Company: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Purchased Shares and the consummation of the other transactions contemplated by the Transaction Documentsthis Agreement, all of which shall be in full force and effect. (c) The Company shall have made timely delivery of the Purchase Notice to the Investor in accordance with Section 3.2. (d) The Company shall have filed with Nasdaq a Listing of Additional Shares notification applicable to the issuance and sale of the Purchased Shares pursuant to this Agreement. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authorityGovernmental Authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authorityGovernmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documentsby this Agreement. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (fg) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC Nasdaq or any other governmental or regulatory body with respect to public trading in the Common Stock. (h) The Purchased Shares shall be delivered to the Investor.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date. The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to materiality “materiality” or “Material Adverse Effect" shall be true and correct at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all material respects at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments on the Closing Date, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors. (e) The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dg) The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and delivered the Convertible Note and supporting documentation(b) of this Section 6.1. (eh) The Company Investors shall have executed received an opinion from each of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and delivered Xxxxxx & Xxxxxxx, P.C., dated as of the Irrevocable Transfer Agent InstructionsClosing Date, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively. (fi) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (j) The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amount in gross proceeds in respect of the sale of shares of Series A Preferred Stock. (k) The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter. (l) The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet. (m) The Other Purchase Agreements shall have substantially identical terms to the terms of this Agreement, excluding the Subscription Amount and related terms. For the avoidance of doubt, the terms of such Other Purchase Agreements and the securities issued pursuant thereto shall not be more favorable than the terms provided to the Investors under this Agreement and the Series A Preferred Stock and the Common Stock received pursuant hereto. (n) The Additional Private Placement, if consummated, shall not have been on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

Conditions to the Investor’s Obligations. The obligation of the Investor Investors to purchase the Note Securities at the Closing is subject to the fulfillment to such Investor’s the Investors’ satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:Investors agreeing hereunder to purchase a majority of the Shares and Warrants (the “Required Investors”): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, Securities all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfilment of the conditions specified in subsections (a), (b), (d) and delivered the Irrevocable Transfer Agent Instructions(h) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received an opinion from the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (ai) The representations and warranties made by the Company in Section 4 4. hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty Warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (bii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesNote, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (ciii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date. The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all material respects at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments on the Closing Date, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors. (e) The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dg) The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and delivered the Convertible Note and supporting documentation(b) of this Section 6.1. (eh) The Company Investors shall have executed received an opinion from each of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and delivered Xxxxxx & Xxxxxxx, P.C., dated as of the Irrevocable Transfer Agent InstructionsClosing Date, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively. (fi) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (j) The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amount in gross proceeds in respect of the sale of shares of Series A Preferred Stock. (k) The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter. (l) The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet. (m) The Other Purchase Agreements shall have substantially identical terms to the terms of this Agreement, excluding the Subscription Amount and related terms. For the avoidance of doubt, the terms of such Other Purchase Agreements and the securities issued pursuant thereto shall not be more favorable than the terms provided to the Investors under this Agreement and the Series A Preferred Stock and the Common Stock received pursuant hereto. (n) The Additional Private Placement, if consummated, shall not have been on terms more favorable to any such Third Party Purchaser than the terms provided to the Investors under this Agreement.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement and the Voting Agreements. (d) The Company shall have received gross proceeds from the sale of the Convertible Notes and the Shares and Warrants as contemplated hereby of at least _____________ Dollars ($___________). (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Fifth Avenue Law Group PLLC, the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedOTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (j) The Persons set forth in Schedule 6.1 shall have executed and delivered Voting Agreements.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture and the Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), and delivered the Convertible Note and supporting documentation(c) of this Section 6.1. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents, and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (f) No stop order or suspension of trading The Investor shall have been imposed by the public markets on which received an opinion from the Company’s common stock is traded or quoted's counsel, dated as of the SEC or any other governmental or regulatory body with respect Closing Date, in form and substance reasonably acceptable to public trading in the Common StockInvestor and addressing such legal matters as the Investor may reasonably request. (g) The Company shall have delivered the Securities to the Investor.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor Investors to purchase complete the Note at Closing is transactions that are the subject of this Agreement are subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, conditions (any or all of which may be waived by the Investor:Investors, and any or all of which will be deemed waived by the Investors under the circumstances described in Section 5.3): (a) (i) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall 3.1(h) will be true and correct in all material respects at all times prior to and on as of the Closing Date, Date with the same effect as though made on such date (except for such inaccuracies as are de minimis relative to Section 3.1(h) taken as a whole); (ii) the representations and warranties of the Company contained in Section 3.1(a) (with respect to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall Company and its Significant Subsidiaries) and Section 3.1(c) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such earlier date. The date (except that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period); and (iii) all other representations and warranties of the Company shall contained in this Agreement will be true and correct as of the Closing Date (without giving effect to any “Company Material Adverse Effect”, “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and warranty that relates to a specified date or a specified time period need only to have performed been true and correct with regard to the specified date or time period), except, in all material respects all obligations and conditions herein required the case of this clause (iii) only, to the extent the failure of any such representations or warranties to be performed true and correct would not, individually or observed by it on in the aggregate, have, or prior reasonably be expected to the Closing Datehave, a Company Material Adverse Effect. (b) The Company shall will have obtained any and fulfilled in all consentsmaterial respects all its obligations under this Agreement (including, permitsfor the avoidance of doubt, approvals, registrations and waivers necessary the obligations required under the first sentence of Section 4.8(a)) required to have been fulfilled on or appropriate for consummation of before the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effectClosing Date. (c) No judgment, writ, provision of any applicable law or regulation shall exist and no order, injunctiondecree, award injunction or decree of or judgment will have been entered by any court, Governmental Entity and be in force that invalidates this Agreement or judge, justice restrains any of the Investors from completing the transactions that are the subject of this Agreement and no actions or magistrate, including proceedings will be pending against any bankruptcy court of the Investors or judge, the Company or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby Company Subsidiaries that, if decided against any of the Investors or in the other Transaction DocumentsCompany or any of the Company Subsidiaries, could require an Investor to pay damages that would be material to such Investor, would impose a Materially Burdensome Regulatory Condition or could reasonably be expected to have a Company Material Adverse Effect. (d) The Between the date of the Original Agreement and the Closing Date, there will not have been a Material Adverse Change in the financial condition, results of operations, business or prospects of the Company shall and the Company Subsidiaries taken as a whole and nothing will have executed and delivered the Convertible Note and supporting documentationoccurred that has had or would reasonably be expected to have a Company Material Adverse Effect. (e) The Company’s stockholders will have given the approval of the issuance of Common Stock contemplated by the Investor Agreements that are required by NYSE listed company Rule 312.03, or the NYSE will have informed the Company shall have executed and delivered in writing that it is not required to obtain that stockholder approval (whether because the Irrevocable Transfer Agent InstructionsNYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise). (f) No stop order The shares of Common Stock that will be issued under Investor Agreements will have been authorized for listing on the NYSE. (g) The Company will receive gross proceeds on or suspension before the Closing Date from sales of trading Common Stock under Investor Agreements (including this Agreement) totaling at least $500 million and not more than (i) $562.3 million, minus (ii) the purchase price of the shares expected to be issuable on exercise of the rights expected to be issued in the Rights Offering. (i) All the outstanding shares of Series G Preferred Stock will have been converted into an aggregate of not more than the number of shares of Common Stock calculated as provided in the Certificate of Designations relating to the Series G Preferred Stock as in effect on the date of the Original Agreement and all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock shall have been paid in cash in full, or (ii) all the holders of Series G Stock will have given written assurances that on the Closing Date, effective immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock on the Closing Date and the Company shall have delivered notice to the holders of the Series G Preferred Stock of such conversion and done all things necessary to cause such conversion to occur and to pay all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock, in each case, immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements. (i) The Investors will have received confirmation from the Federal Reserve Board, satisfactory to the Investors in their reasonable judgment, to the effect that none of the Investors or any of their affiliates (which for purposes of this paragraph shall include all “affiliates” as defined in the Bank Holding Company Act or Regulation Y of the Federal Reserve) shall be deemed to “control” the Company or any Company Subsidiary after the Closing Date for purposes of the Bank Holding Company Act or Regulation Y of the Federal Reserve. (j) All approvals of the Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or insurance, that are required to be obtained before the sales of Common Stock contemplated by the Investor Agreements can be completed will have been obtained and no such approval shall impose or contain any Materially Burdensome Regulatory Condition. (k) The Company shall not have received any notification from any of the FDIC, the Federal Reserve Board and the OCFI to the effect that the capital of the Company or of FirstBank is insufficient to meet any applicable minimum capital requirement imposed by statute, regulation or Governmental Entity, including any requirements as to the public markets capitalization of FirstBank contained in or arising out of the FDIC Consent Order and the OCFI Order or as to the capitalization of the Company contained in or arising out of the Federal Reserve Agreement, and any capital plan approved in connection therewith and in effect with regard to the Company or FirstBank, as the case may be, or to the effect that the Company will not be permitted to make acquisitions and to engage in all aspects of its business and its currently proposed businesses without material restrictions, including the imposition of a Materially Burdensome Regulatory Condition. (l) No proceeding by any Governmental Entity shall be pending or threatened in writing in which the Governmental Entity asserts that the Company, FirstBank or any subsidiary of FirstBank has engaged in improper lending practices. (m) The private letter ruling dated May 6, 2011, received by FirstBank from the Puerto Rico Department of the Treasury, a true and correct copy of which has been provided to the Investors (the “Ruling”), to the effect that the issuance of Common Stock to the Investors and the Other Investors as contemplated by the Investor Agreements will not reduce or limit the extent to which FirstBank can apply losses incurred in 2010 or prior years to reduce income taxes FirstBank would be required to pay to the Commonwealth of Puerto Rico in 2011 or any subsequent year or years, shall continue to be in full force and effect and not amended or modified in any respect. (n) In the event FirstBank’s Puerto Rico income tax returns have been filed prior to the Closing Date, the net operating loss carryforward of FirstBank as of December 31, 2010 as a result of losses that are reflected on such income tax returns (at least some of which are or will be subject to audit) will be at least $550,000,000. (o) As of the Closing Date, FirstBank shall have at least $3,475,000,000 in core deposits (including, money market, demand, checking, savings and transactional accounts and excluding secured governmental deposits and certificates of deposits) and at least $1,825,000,000 in certificates of deposits, excluding governmental and brokered deposits. (p) On the Closing Date, taking into account the transactions contemplated by the Investor Agreements and assuming the full conversion of the Series G Preferred Stock, the Company’s common stock is traded or quoted, Tier 1 leverage ratio shall be no lower than 10.75%. (q) The consummation of the SEC transactions contemplated by the Investor Agreements and the conversion of the Series G Preferred Stock will not cause the Company or any other governmental Company Subsidiary to be required by GAAP to establish a new cost basis for its assets through the application of push down accounting or regulatory body otherwise. (r) The Company shall not be in default, and there shall not be any condition which with respect to public trading the passage of time or the giving of notice, or both, would result in a default, under repurchase agreements (so-called repos) or agreements for borrowed money under which the Company has payment obligations totaling more than $25 million. (s) The Investors shall have received the legal opinion(s), substantially in the Common Stockforms attached hereto as Exhibit B and Exhibit C, respectively, of K&L Gates LLP and Xxxxxxxx Xxxxx & Calabria, P.S., counsel to the Company. (t) The Investors shall have received (A) a certificate from the Company, dated as of the Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been fulfilled and (B) the items required to be delivered pursuant to the last sentence of Section 2.2.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor to purchase effect the Note at Closing is transactions contemplated hereby shall be subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investorconditions precedent: (ai) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality this Agreement shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be have been true and correct in all material respects at all times prior to on the date such representations and warranties were made, and on and as of the Closing Date, except to the extent any such representation or warranty expressly speaks Date as of an earlier date, in which case such representation or warranty shall be true if made on and correct in all material respects as of such earlier date. ; (ii) The obligations of the Company contained in this Agreement shall have been duly performed on or before the Closing Date and the Company shall not have performed breached any of its covenants contained herein in all any material respects all obligations respect; (iii) Concurrently with the Closing, the Company shall each have executed and conditions herein delivered to the Investor the documents required to be performed or observed by it on or prior delivered pursuant to the Closing Date.Section 2.4 hereof; (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (civ) No judgmentorder, writstatute, rule, regulation, executive order, injunction, award stay, decree or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any restraining order of or by any governmental authority, shall have been issuedenacted, and no action entered, promulgated or proceeding shall have been instituted enforced by any court of competent jurisdiction or governmental authority, enjoining or preventing entity that prohibits the consummation of the transactions contemplated hereby hereby, and no litigation or in the other Transaction Documents.governmental proceeding seeking such an order shall be pending or threatened; and (dv) The Company IPO Closing shall have executed and delivered be occurring concurrently with the Convertible Note and supporting documentation. Closing (e) The Company or the Closing shall have executed and delivered occur prior to, but be conditioned upon the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedimmediate subsequent occurrence of, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockIPO Closing).

Conditions to the Investor’s Obligations. The obligation of each of the Investor Investors to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s the Investors' reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:an Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, qualified as to materiality materiality, shall be true and correct at all times prior to on the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a different date, in which case such representation or warranty shall be true and correct as of such earlier different date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a different date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier different date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) There shall not have been any changes occurring between the date of this Agreement and the Closing Date that had, or could reasonably be expected to have, a Material Adverse Effect, individually or in the aggregate, on the Company. (c) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effecteffect (except for filings pursuant to Regulation D of the 1933 Act, and applicable state securities laws, which the Company has agreed will be made in a timely manner). (cd) The Company and each other Investor shall have executed and delivered counterpart signatures pages to the Registration Rights Agreement and the Investor Rights Agreement. The Company, each Investor and a sufficient number of parties to ensure its effectiveness shall have executed counterpart signature pages to the Second Amended Registration Rights Agreement. (e) The Company shall have delivered the certificates representing the Shares and the Warrants to be purchased by the Investor to the Placement Agent. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dg) The Company shall have delivered to the Placement Agent, for delivery to each Investor that requests the same, a copy of a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c), (f), (j) and delivered the Convertible Note and supporting documentation(k) of this Section 6.1. (eh) The Company shall have delivered to the Placement Agent, for delivery to each Investor that requests the same, a copy of a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fi) The Investors shall have received an opinion from Stoel Rives LLP, the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and in substantially the form set forth in Exhibit E. (j) The Holding Agent identified in the Conversion Agreement shall have received the Securityholder Deliveries (as defined in the Conversion Agreement) and the Company Deliveries (as defined in the Conversion Agreement) and the parties thereto shall be prepared to close, and shall close, the transactions described in the Conversion Agreement simultaneously with the initial Closing. Upon the consummation of all transactions contemplated by the Conversion Agreement, all outstanding shares of Series A Preferred Stock of the Company will have been converted into Common Stock, and all indebtedness of the Company to Dolphin Communications Parallel Fund II (Netherlands), L.P. and Dolphin Communications Fund II, L.P. will have been extinguished. Immediately following the consummation of all transactions contemplated by the Conversion Agreement (but not including the Shares and Warrants to be issued at Closing hereunder), the number and type of outstanding shares of capital stock of the Company, and rights to purchase or acquire capital stock of the Company, shall be as follows: there will be issued and outstanding (a) 41,922,174 shares of Common Stock, (b) no shares of Series A Preferred Stock or Series B Preferred Stock, (c) 3,940,664 options to purchase Common Stock, (d) 3,050,827 warrants to purchase Common Stock, and (e) 1,891,867 shares of Common Stock reserved for the future grants of options or other rights under the Company's stock incentive plan. (k) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body or the Bulletin Board with respect to public trading in the Common Stock. (l) The Purchase Price delivered by the Investors with respect to which the conditions set forth in subsections 6.2(a), 6.2(b) and 6.2(c) have been satisfied or waived shall be no less than $9,000,000.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to on the date hereof and on the Closing Date, Date (except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct as of such earlier date), and, and the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on the date hereof and on the Closing Date, Date (except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specific date). The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the condition specified in this Section 6.1(a). (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Transaction Documents. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in by the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Documents, certifying the current versions of the Certificate of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company. (f) The Investors shall have received an opinion from Xxxxxx & Xxxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D. (g) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The Company shall not have received notice of any delisting on Nasdaq or that it is violation of any Nasdaq rule, regulation or interpretation which could lead to delisting. (h) The aggregate purchase price for the Shares and the Warrants shall be at least $40,000,000, of which at least $17,000,000 and not more than $20,000,000 of the aggregate purchase price shall represent investment by Alta BioPharma Partners III, L.P., Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and Alta Embarcadero BioPharma Partners III, LLC (collectively, “Alta BioPharma Partners”) and Persons that are (i) stockholders of the Company as of the date hereof and (ii) affiliated with members of the board of directors. (i) The Company’s delivery (i) to its transfer agent of irrevocable instructions to issue and deliver to each Investor (or in such nominee name(s) as designated by such Investor in writing) certificates evidencing such number of Shares as set forth on the signature pages to this Agreement, and (ii) duly executed copies of the Warrants to the Investor. (j) The Company’s delivery to the Investors of an executed Lockup Agreement from Venrock Associates, Warburg Pincus and each of the Company’s directors and executive officers. (k) The Nondisclosure Agreement dated as of January 25, 2006 between Alta BioPharma Partners and the Company shall be amended or terminated, as mutually agreeable to Alta BioPharma Partners and the Company, to permit the transactions contemplated by this Agreement.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Shares at each Closing is subject to the fulfillment to such Investor’s satisfactionfulfillment, on or prior to the respective Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be have been true and correct at all times prior to and on the Closing Effective Date, except to the extent any such representation or warranty expressly speaks as of an earlier a different date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier different date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the respective Closing Date. (b) Since the date of this Agreement, there shall not have occurred any events, occurrences, changes, effects or conditions of any character which, individually or in the aggregate, have, had or could reasonably be expected to have, in the Investor’s opinion (acting reasonably), a Material Adverse Effect on the Company. (c) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effecteffect (except for filings referenced as post-closing filings and described in Section 4.5). (cd) The Company shall have executed and delivered the Amendment. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered at the Initial Closing to the Investor a copy of a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c) and delivered the Convertible Note and supporting documentation(e) of this Section 10.1. (eg) The Company shall have delivered to the Investor at the Initial Closing a copy of a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Articles of Continuance and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body or the NASDAQ Capital Market with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions; and (f) The Company shall have executed and delivered the Debenture.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase its Debenture at the Note at Closing is subject to the fulfillment to such each Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationexecuted Escrow Agreement to each Investor. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note and the Warrant at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed reimbursed the Investor for its legal fees and delivered expenses up to a maximum amount of $20,000 in the Convertible Note and supporting documentationaggregate. (e) The Company shall have executed and delivered paid the Irrevocable Transfer Agent InstructionsInvestor a closing fee equal to $60,000. (f) No stop order or suspension of trading The Company shall have been imposed executed and delivered the Registration Rights Agreement. (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and (c) of this Section 6.1. (h) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the public markets Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents, and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on which behalf of the Company’s common stock is traded or quoted, . (i) The Investor shall have received an opinion of counsel to the SEC or any other governmental or regulatory body with respect to public trading Company substantially in the Common Stock.form attached hereto as Exhibit D.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 2 hereof qualified as to materiality shall be true and correct at all times prior to as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. . (b) The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bc) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (cd) The Company shall have executed and delivered the Registration Rights Agreement. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in by the other Transaction Documents. (df) The Company shall have delivered a certificate, executed on behalf of the Company by an officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c), (e), (h) and delivered the Convertible Note and supporting documentation(i) of this Section 5.1. (eg) The Company shall have delivered a certificate, executed on behalf of the Company by an officer of the Company, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Documents and delivered the Irrevocable Transfer Agent Instructionsissuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to and on respects) as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, in each case having authority over the Company or its Subsidiaries, or any order of or by any applicable governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (c) The Company shall have delivered resolutions of the Board of Directors certified by the Company’s Corporate Secretary or evidence of other corporate action by the Company and reasonably acceptable to the Investor effecting the appointing or election of Xxxxx Xxxxxx, M.D., Ph.D. to the Company’s Board of Directors effective upon the Closing. (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b), of this Section 6.1. (e) The Investors shall have received an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., special counsel to the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (f) The Company shall have executed and delivered the Convertible Note and supporting documentationTransaction Documents to each Investor. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (fg) No stop order or suspension of trading shall have been imposed or threatened in writing by the public markets on which the Company’s common stock is traded or quotedNASDAQ Capital Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The NASDAQ Capital Market shall have approved the listing of the Shares.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor Investors to purchase complete the Note at Closing is transactions that are the subject of this Agreement are subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, conditions (any or all of which may be waived by the Investor:Investors, and any or all of which will be deemed waived by the Investors under the circumstances described in Section 5.3): (a) (i) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall 3.1(h) will be true and correct in all material respects at all times prior to and on as of the Closing Date, Date with the same effect as though made on such date (except for such inaccuracies as are de minimis relative to Section 3.1(h) taken as a whole); (ii) the representations and warranties of the Company contained in Section 3.1(a) (with respect to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall Company and its Significant Subsidiaries) and Section 3.1(c) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such earlier date. The date (except that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period); and (iii) all other representations and warranties of the Company shall contained in this Agreement will be true and correct as of the Closing Date (without giving effect to any “Company Material Adverse Effect”, “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and warranty that relates to a specified date or a specified time period need only to have performed been true and correct with regard to the specified date or time period), except, in all material respects all obligations and conditions herein required the case of this clause (iii) only, to the extent the failure of any such representations or warranties to be performed true and correct would not, individually or observed by it on in the aggregate, have, or prior reasonably be expected to the Closing Datehave, a Company Material Adverse Effect. (b) The Company shall will have obtained any and fulfilled in all consentsmaterial respects all its obligations under this Agreement (including, permitsfor the avoidance of doubt, approvals, registrations and waivers necessary the obligations required under the first sentence of Section 4.8(a)) required to have been fulfilled on or appropriate for consummation of before the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effectClosing Date. (c) No judgment, writ, provision of any applicable law or regulation shall exist and no order, injunctiondecree, award injunction or decree of or judgment will have been entered by any court, Governmental Entity and be in force that invalidates this Agreement or judge, justice restrains any of the Investors from completing the transactions that are the subject of this Agreement and no actions or magistrate, including proceedings will be pending against any bankruptcy court of the Investors or judge, the Company or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby Company Subsidiaries that, if decided against any of the Investors or in the other Transaction DocumentsCompany or any of the Company Subsidiaries, could require an Investor to pay damages that would be material to such Investor, would impose a Materially Burdensome Regulatory Condition or could reasonably be expected to have a Company Material Adverse Effect. (d) The Between the date of this Agreement and the Closing Date, there will not have been a Material Adverse Change in the financial condition, results of operations, business or prospects of the Company shall and the Company Subsidiaries taken as a whole and nothing will have executed and delivered the Convertible Note and supporting documentationoccurred that has had or would reasonably be expected to have a Company Material Adverse Effect. (e) The Company’s stockholders will have given the approval of the issuance of Common Stock contemplated by the Investor Agreements that are required by NYSE listed company Rule 312.03, or the NYSE will have informed the Company shall have executed and delivered in writing that it is not required to obtain that stockholder approval (whether because the Irrevocable Transfer Agent InstructionsNYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise). (f) No stop order The shares of Common Stock that will be issued under Investor Agreements will have been authorized for listing on the NYSE. (g) The Company will receive gross proceeds on or suspension before the Closing Date from sales of trading Common Stock under Investor Agreements (including this Agreement) totaling at least $500 million and not more than (i) $550 million, minus (ii) the purchase price of the shares expected to be issuable on exercise of the rights expected to be issued in the Rights Offering. (i) All the outstanding shares of Series G Preferred Stock will have been converted into an aggregate of not more than the number of shares of Common Stock calculated as provided in the Certificate of Designations relating to the Series G Preferred Stock as in effect on the date of this Agreement and all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock shall have been paid in cash in full, or (ii) all the holders of Series G Stock will have given written assurances that on the Closing Date, effective immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock and the Company shall have delivered notice to the holders of the Series G Preferred Stock of such conversion and done all things necessary to cause such conversion to occur and to pay all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock, in each case, immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements. (i) The Investors will have received confirmation from the Federal Reserve Board, satisfactory to the Investors in their reasonable judgment, to the effect that none of the Investors or any of their affiliates (which for purposes of this paragraph shall include all “affiliates” as defined in the Bank Holding Company Act or Regulation Y of the Federal Reserve) shall be deemed to “control” the Company or any Company Subsidiary after the Closing Date for purposes of the Bank Holding Company Act or Regulation Y of the Federal Reserve. (j) All approvals of the Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or insurance, that are required to be obtained before the sales of Common Stock contemplated by the Investor Agreements can be completed will have been obtained and no such approval shall impose or contain any Materially Burdensome Regulatory Condition. (k) The Company shall not have received any notification from any of the FDIC, the Federal Reserve Board and the OCFI to the effect that the capital of the Company or of FirstBank is insufficient to meet any applicable minimum capital requirement imposed by statute, regulation or Governmental Entity, including any requirements as to the public markets capitalization of FirstBank contained in or arising out of the FDIC Consent Order and the OCFI Order or as to the capitalization of the Company contained in or arising out of the Federal Reserve Agreement, and any capital plan approved in connection therewith and in effect with regard to the Company or FirstBank, as the case may be, or to the effect that the Company will not be permitted to make acquisitions and to engage in all aspects of its business and its currently proposed businesses without material restrictions, including the imposition of a Materially Burdensome Regulatory Condition. (l) No proceeding by any Governmental Entity shall be pending or threatened in writing in which the Governmental Entity asserts that the Company, FirstBank or any subsidiary of FirstBank has engaged in improper lending practices. (m) The private letter ruling dated May 6, 2011, received by FirstBank from the Puerto Rico Department of the Treasury, a true and correct copy of which has been provided to the Investors (the “Ruling”), to the effect that the issuance of Common Stock to the Investors and the Other Investors as contemplated by the Investor Agreements will not reduce or limit the extent to which FirstBank can apply losses incurred in 2010 or prior years to reduce income taxes FirstBank would be required to pay to the Commonwealth of Puerto Rico in 2011 or any subsequent year or years, shall continue to be in full force and effect and not amended or modified in any respect. (n) In the event FirstBank’s Puerto Rico income tax returns have been filed prior to the Closing Date, the net operating loss carryforward of FirstBank as of December 31, 2010 as a result of losses that are reflected on such income tax returns (at least some of which are or will be subject to audit) will be at least $550,000,000. (o) As of the Closing Date, FirstBank shall have at least $3,475,000,000 in core deposits (including, money market, demand, checking, savings and transactional accounts and excluding secured governmental deposits and certificates of deposits) and at least $1,825,000,000 in certificates of deposits, excluding governmental and brokered deposits. (p) On the Closing Date, taking into account the transactions contemplated by the Investor Agreements and assuming the full conversion of the Series G Preferred Stock, the Company’s common stock is traded or quoted, Tier 1 leverage ratio shall be no lower than 10.75%. (q) The consummation of the SEC transactions contemplated by the Investor Agreements and the conversion of the Series G Preferred Stock will not cause the Company or any other governmental Company Subsidiary to be required by GAAP to establish a new cost basis for its assets through the application of push down accounting or regulatory body otherwise. (r) The Company shall not be in default, and there shall not be any condition which with respect to public trading the passage of time or the giving of notice, or both, would result in a default, under repurchase agreements (so-called repos) or agreements for borrowed money under which the Company has payment obligations totaling more than $25 million. (s) The Investors shall have received the legal opinion(s), substantially in the Common Stockforms attached hereto as Exhibit B and Exhibit C, respectively, of K&L Gates LLP and Xxxxxxxx Xxxxx & Calabria, P.S., counsel to the Company. (t) The Investors shall have received (A) a certificate from the Company, dated as of the Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been fulfilled and (B) the items required to be delivered pursuant to the last sentence of Section 2.2.

Conditions to the Investor’s Obligations. The obligation of the Investor Investors to purchase consummate the Note at Closing transactions contemplated by this Agreement is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, any one or more of which may be waived in writing by the InvestorInvestors in their sole discretion: (a) The (i) Each of the representations and warranties of Regency HIG made by the Company in Section 4 hereof qualified as to materiality shall this Agreement will be true and correct as of the Execution Date (except to the extent such representations and warranties speak to an earlier date, in which case as of such earlier date) and as of the Closing Date (as if made anew at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of representations speak to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, ) except to the extent the failure of such representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided that for purposes of determining whether the condition set forth in this sentence has been satisfied, all “Material Adverse Effect” and other materiality qualifiers contained in Regency HIG’s representations and warranties shall be disregarded), and (ii) Regency HIG shall have performed or complied in all material respects at with all times prior to of the covenants and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein agreements required by this Agreement to be performed or observed complied with by it Regency HIG on or prior to before the Closing DateClosing. (b) The Company Regency HIG shall have obtained any and delivered or caused to be delivered all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be closing deliveries set forth in full force and effectSection 2.4(b). (c) No judgment, writ, order, injunction, award With respect to Liens on any assets of RIGS (including the Assets) or decree of or by the RIGS Interests that secure any court, or judge, justice or magistrateBorrowed Money Debt, including any bankruptcy court or judgeBorrowed Money Debt under the Credit Agreement, or any order the holders of or by any governmental authority, the Liens shall have been issuedeither (i) released the Liens or (ii) furnished to the Company fully executed releases of such Liens, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing with the consummation release to the Company of such releases conditioned only on the transactions contemplated hereby or in the other Transaction DocumentsClosing. (d) The Company Firm Transportation Contracts and Compression Contracts shall have been executed and delivered by the Convertible Note parties thereto and supporting documentationany rights thereunder to terminate any such contracts or any automatic expiration of such contracts resulting from the failure of any conditions precedent (such as approval of the board of an entity) shall have been waived in writing by all of the counterparties thereto. (e) The Company Pipeline Construction Contract to be entered into by and between RIGS and Xxxxx Xxxxxxx International, Inc. substantially in the form attached hereto as Exhibit H shall have been executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stockparties thereto.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note debenture and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The Investor’s obligation of the Investor to purchase Notes and Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the such Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (e) The Stock Surrender Agreements shall have been executed and delivered by the Company and the Surrendering Holders, the Surrendering Holders shall have delivered to the Company the certificates representing the Surrendered Shares, free and clear of all encumbrances and restrictions, the Company shall have issued to the Transfer Agent irrevocable transfer instructions instructing the Transfer Agent to transfer the Surrendered Shares to the Company, and evidence of all of such transactions reasonably satisfactory to the Investor shall have been provided to the Investor.1

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (f) The Investors shall have received an opinion from Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, the Company’s legal counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (g) The Company shall have executed and delivered the Irrevocable Transfer Agent InstructionsRegistration Rights Agreement. (fh) No stop order or suspension of trading shall have been imposed or threatened in writing by the public markets on which the Company’s common stock is traded or quotedNASDAQ Capital Markets, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (ai) The representations and warranties made by the Company in Section 4 4. hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty Warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (bii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesNote, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (ciii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (div) The Company shall have executed and delivered Payment in full of all accrued interest under the Convertible Old Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading as provided in the Common StockOld Note.

Conditions to the Investor’s Obligations. The obligation obligations of the each Investor to purchase effect the Note at Closing is transactions contemplated hereby shall be subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investorconditions precedent: (ai) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality this Agreement shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be have been true and correct in all material respects at all times prior to on the date such representations and warranties were made, and on and as of the Closing Date, except to the extent any such representation or warranty expressly speaks Date as of an earlier date, in which case such representation or warranty shall be true if made on and correct in all material respects as of such earlier date. ; (ii) The obligations of the Company contained in this Agreement shall have been duly performed on or before the Closing Date and the Company shall not have performed breached any of its covenants contained herein in all any material respects all obligations respect; (iii) Concurrently with the Closing, the Company shall each have executed and conditions herein delivered to the Investors the documents required to be performed or observed by it on or prior delivered pursuant to the Closing Date.Section 2.4 hereof; (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (civ) No judgmentorder, writstatute, rule, regulation, executive order, injunction, award stay, decree or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any restraining order of or by any governmental authority, shall have been issuedenacted, and no action entered, promulgated or proceeding shall have been instituted enforced by any court of competent jurisdiction or governmental authority, enjoining or preventing entity that prohibits the consummation of the transactions contemplated hereby hereby, and no litigation or in the other Transaction Documents.governmental proceeding seeking such an order shall be pending or threatened; and (dv) The Company IPO Closing shall have executed and delivered be occurring concurrently with the Convertible Note and supporting documentation. Closing (e) The Company or the Closing shall have executed and delivered occur prior to, but be conditioned upon the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedimmediate subsequent occurrence of, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockIPO Closing).

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing DateDate as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier datedate as so qualified, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares on Nasdaq, a copy of which shall have been provided to the Investors. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company or any duly authorized committee thereof approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Amalgamation and Bylaws and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from O’Melveny & Xxxxx LLP, U.S. special counsel to the Company, and an opinion from Stikeman Elliott LLP, Canadian special counsel to the Company, each dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockShares.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor Investors to purchase complete the Note at Closing is transactions that are the subject of this Agreement are subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, conditions (any or all of which may be waived by the Investor:Investors, and any or all of which will be deemed waived by the Investors under the circumstances described in Section 5.3): (a) (i) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall 3.1(h) will be true and correct in all material respects at all times prior to and on as of the Closing Date, Date with the same effect as though made on such date (except for such inaccuracies as are de minimis relative to Section 3.1(h) taken as a whole); (ii) the representations and warranties of the Company contained in Section 3.1(a) (with respect to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall Company and its Significant Subsidiaries) and Section 3.1(c) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such earlier date. The date (except that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period); and (iii) all other representations and warranties of the Company shall contained in this Agreement will be true and correct as of the Closing Date (without giving effect to any “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and warranty that relates to a specified date or a specified time period need only to have performed been true and correct with regard to the specified date or time period), except, in all material respects all obligations and conditions herein required the case of this clause (iii) only, to the extent the failure of any such representations or warranties to be performed true and correct would not, individually or observed by it on in the aggregate, have, or prior reasonably be expected to the Closing Datehave, a Company Material Adverse Effect. (b) The Company shall will have obtained any and fulfilled in all consentsmaterial respects all its obligations under this Agreement (including, permitsfor the avoidance of doubt, approvals, registrations and waivers necessary the obligations required under the first sentence of Section 4.8(a)) required to have been fulfilled on or appropriate for consummation of before the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effectClosing Date. (c) No judgment, writ, provision of any applicable law or regulation shall exist and no order, injunctiondecree, award injunction or decree of or judgment will have been entered by any court, Governmental Entity and be in force that invalidates this Agreement or judge, justice restrains any of the Investors from completing the transactions that are the subject of this Agreement and no actions or magistrate, including proceedings will be pending against any bankruptcy court of the Investors or judge, the Company or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby Company Subsidiaries that, if decided against any of the Investors or in the other Transaction DocumentsCompany or any of the Company Subsidiaries, could require an Investor to pay damages that would be material to such Investor, would impose a Materially Burdensome Regulatory Condition or could reasonably be expected to have a Company Material Adverse Effect. (d) The Between the date of this Agreement and the Closing Date, there will not have been a Material Adverse Change in the financial condition, results of operations, business or prospects of the Company shall and the Company Subsidiaries taken as a whole and nothing will have executed and delivered the Convertible Note and supporting documentationoccurred that has had or is likely to have a Company Material Adverse Effect. (e) The Company’s stockholders will have given the approval of the issuance of Common Stock contemplated by the Investor Agreements that are required by NYSE listed company Rule 312.03, or the NYSE will have informed the Company shall have executed and delivered that it is not required to obtain that stockholder approval (whether because the Irrevocable Transfer Agent InstructionsNYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise). (f) No stop order The shares of Common Stock that will be issued under Investor Agreements will have been authorized for listing on the NYSE. (g) The Company will receive gross proceeds on or suspension before the Closing Date from sales of trading Common Stock under Investor Agreements (including this Agreement) totaling at least $500 million and not more than (i) $550 million, minus (ii) the purchase price of the shares expected to be issuable on exercise of the rights expected to be issued in the Rights Offering. (h) All the shares of Series G Preferred Stock will have been converted into an aggregate of not more than the number of shares of Common Stock calculated as provided in the Certificate of Designations relating to the Series G Preferred Stock as in effect on the date of this Agreement and all dividends and other amounts accrued or owning but unpaid in respect of the Series G Preferred Stock shall have been paid in cash in full, or all the holders of Series G Stock will have given written assurances that on the Closing Date, effective immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock and the Company shall have delivered notice to the holders of the Series G Preferred Stock of such conversion and done all things necessary to cause such conversion to occur and to pay all dividends and other amounts accrued or owning but unpaid in respect of the Series G Preferred Stock, in each case, immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements. (i) The Investors will have received confirmation from the Federal Reserve Board, satisfactory to the Investors in their reasonable judgment, to the effect that none of the Investors or any of their affiliates (which for purposes of this paragraph shall include all “affiliates” as defined in the Bank Holding Company Act or Regulation Y of the Federal Reserve) shall be deemed to “control” the Company or any Company Subsidiary after the Closing Date for purposes of the Bank Holding Company Act or Regulation Y of the Federal Reserve. (j) All approvals of the Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or insurance, that are required to be obtained before the sales of Common Stock contemplated by the Investor Agreements can be completed will have been obtained and no such approval shall impose or contain any Materially Burdensome Regulatory Condition. (k) The Company shall not have received any notification from any of the FDIC, the Federal Reserve Board and the OCFI to the effect that the capital of the Company or of FirstBank is insufficient to meet any applicable minimum capital requirement imposed by statute, regulation or Governmental Entity, including any requirements as to the public markets capitalization of FirstBank contained in or arising out of the FDIC Consent Order and the OCFI Order or as to the capitalization of the Company contained in or arising out of the Federal Reserve Agreement, and any capital plan approved in connection therewith and in effect. and the Company or FirstBank, as the case may be, or to the effect that the Company will not be permitted to make acquisitions and to engage in all aspects of its business and its currently proposed businesses without material restrictions, including the imposition of a Materially Burdensome Regulatory Condition. (l) The private letter ruling dated May 6, 2011, received by FirstBank from the Puerto Rico Department of the Treasury, a true and correct copy of which has been provided to the Investors (the “Ruling”), to the effect that the issuance of Common Stock to the Investors and the Other Investors as contemplated by the Investor Agreements will not reduce or limit the extent to which FirstBank can apply losses incurred in 2010 or prior years to reduce income taxes FirstBank would be required to pay to the Commonwealth of Puerto Rico in 2011 or any subsequent year or years, shall continue to be in full force and effect and not amended or modified in any respect. (m) In the event FirstBank’s Puerto Rico income tax returns have been filed prior to the Closing Date, the net operating loss carryforward of FirstBank as of December 31, 2010 as a result of losses that are reflected on such income tax returns (at least some of which are or will be subject to audit) will be at least $550,000,000. (n) FirstBank shall have at least $3,475,000,000 in core deposits (including, money market, demand, checking, savings and transactional accounts and excluding secured governmental deposits and certificates of deposits) and at least $1,825,000,000 in certificates of deposits, excluding governmental and brokered deposits. (o) On the Closing Date, taking into account the transactions contemplated by the Investor Agreements and assuming the full conversion of the Series G Preferred Stock, the Company’s common stock is traded or quoted, Tier 1 leverage ratio shall be no lower than 10.75%. (p) The consummation of the SEC transactions contemplated by the Investor Agreements and the conversion of the Series G Preferred Stock will not cause the Company or any other governmental Company Subsidiary to be required by GAAP to establish a new cost basis for its assets through the application of push down accounting or regulatory body with respect to public trading otherwise. (q) The Company shall not be in default under repurchase agreements (so-called repos) or agreements for borrowed money under which the Company has payment obligations totaling more than $25 million. (r) The Investors shall have received the legal opinion(s), substantially in the Common Stockforms attached hereto as Exhibit B and Exhibit C, respectively, of K&L Gates LLP and Xxxxxxxx Xxxxx & Calabria, P.S., counsel to the Company. (s) The Investors shall have received (A) a certificate from the Company, dated as of the Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been fulfilled and (B) the items required to be delivered pursuant to the last sentence of Section 2.2.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment to such the Investor’s reasonable satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 5 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 5 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company No Event of Default or other event which, with the passage of time, the giving of notice or any other condition, would constitute an Event of Default, shall have performed in all material respects all obligations occurred and conditions herein required to be performed or observed by it on or prior to the Closing Datecontinuing. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesNote, the Underlying Shares issuable upon conversion of the Note and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments (including, without limitation, those required by The Nasdaq Capital Market), all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Note to the Investor. (d) The Company and each Subsidiary shall have executed and delivered any Transaction Document to which they are a party. (e) The Company shall have filed with The Nasdaq Capital Market a true and complete Notification Form: Listing of Additional Shares covering the Underlying Shares and shall have provided a copy of such form to the Investor and The Nasdaq Capital Market shall not have objected to the notification of such additional listing. (f) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authorityGovernmental Entity, shall have been issued, and no action or proceeding Proceeding shall have been instituted by any governmental authorityGovernmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documentshereby. (dg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying (I) to the fulfillment of the conditions specified in subsections (a), (b), (e), (f) and delivered (j) of this Section 7.1 and (II) to the Convertible Note resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and supporting documentationthe other Transaction Documents and the issuance of the Securities, certifying the current versions of the Organizational Documents of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (eh) The Company shall have executed delivered a copy of resolutions duly adopted by the (i) Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities and (ii) Compensation Committee of the Board of Directors to approve the indemnification in favor of the HCP Designee in accordance with the terms of the Indemnification Agreement. (fi) The Investor shall have received (A) a legal opinion from Xxxxxx Xxxxxxx, Xxxxxxxxx & Co., the Company's Israeli counsel, addressing the legal matters described on Exhibit E(1) and (B) a legal opinion from Schwell Xxxxxxxxxxx & Associates, the Company's U.S. counsel, addressing the legal matters described on Exhibit E(2), each dated as of the Closing Date, in form and substance reasonably acceptable to the Investor. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedThe Nasdaq Capital Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockShares. (k) Xxxxxx Xxxx, Jr. shall have been appointed to the Board of Directors of the Company effective as of the Closing (initially, the “HCP Designee”). (l) The Company shall have executed and delivered to the HCP Designee the Director Indemnification Agreement. (m) Each of Xxxxx Xxxxx, Trident Capital, Inc. and Nir 4 You Technologies Ltd. shall have entered into a Voting and Support Agreement in respect of the transactions contemplated hereby, which Voting and Support Agreement shall be in substantially the form of Exhibit C attached hereto.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor Investors to purchase consummate the Note at Closing is Transactions are subject to the fulfillment to such Investor’s satisfaction, on prior satisfaction or prior to waiver by the Closing Date, Investors of the following conditions, any of which may be waived by the Investor: (a) The All of the representations and warranties made by of the Company set forth in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty this Agreement shall be true and correct as of the Closing Date as though made on and as of such earlier datetime (ignoring, andfor this purpose, all materiality qualifiers set forth therein) except to the representations and warranties made by extent that the Company in Section 4 hereof not qualified as failure to materiality shall be true and correct has not had and could not reasonably be expected to have, in all material respects at all times prior to and the aggregate, an adverse effect on the Closing DateCompany and its Subsidiaries, except taken as a whole, that a reasonably prudent investor would consider material relative to the extent any such representation or warranty expressly speaks as of an earlier dateinvestment to be made by the Investors pursuant to this Agreement and the other Transaction Documents, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The the Company shall have delivered the certificates (or, in the event the Shares are uncertificated, made the appropriate book entries) representing the Shares pursuant to Section 2.1(b) and performed in all material respects all obligations other covenants and conditions herein agreements required to be performed or observed by it on under this Agreement at or prior to the Closing Date. The Investors shall have received a certificate signed by an executive officer of the Company to the foregoing effect. (b) The Company shall have obtained any All notices required to be given prior to the Closing Date with, and all consents, permits, approvals, registrations authorizations, waivers and waivers necessary amendments required or appropriate for reasonably requested by the Investors to be obtained prior to the Closing Date from, any Third Party in connection with the consummation by the Company of the purchase Transactions (including, without limitation, those approvals, waivers or consents required or reasonably requested by the Investors pursuant to the HSR Act, the Credit Agreement and sale of the SecuritiesIndenture), and the consummation approval of the other transactions contemplated Company's shareholders, as required by Law, of the Transaction DocumentsTransactions) have been made and/or obtained, all except in the case of which a Third Party consent, approval, authorization, waiver or amendment where the failure to give such notice or obtain such consent, approval, authorization, waiver or amendment is not reasonably likely to have a Material Adverse Effect on the Company; provided, however, that failure to satisfy the listing requirements of the NYSE with respect to the Rights Shares shall not be in full force and effectdeemed to have a Material Adverse Effect on the Company. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, The Rights Offering shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation completed in conformity with all of the transactions contemplated hereby or requirements related thereto provided in the other Transaction DocumentsRegistration Statement. (d) The Company Investors shall have executed been provided with an opinion of Xxxxxxxxx & Xxxxxxxxx, counsel to the Company, in form and delivered substance satisfactory to the Convertible Note and supporting documentationInvestors. (e) The Company shall have delivered to the Investors written waivers, in form and substance satisfactory to the Investors and duly executed and delivered by each employee of the Irrevocable Transfer Agent InstructionsCompany set forth on Schedule 7.3(e), which waivers shall state, among other things, that there are no agreements or arrangements existing as of the Closing Date that provide for any severance, change of control payment, acceleration of unvested options, continuing benefit or similar payments to such employee that would be triggered, directly or indirectly, as a result of the Transactions. (f) No stop order or suspension Shareholder approval of trading the Investors' purchase of the Shares shall have been imposed obtained at the Shareholders Meeting. (g) The Investors shall have been provided with a certificate from an officer of the Company certifying that the conditions precedent to the Investor's obligations set forth in this Section 7.3 have been satisfied. (h) The Company shall have reimbursed the Investors for the fees and expenses incurred by the public markets on which Investors (including the Company’s common stock is traded fees and expenses of the Investors' legal counsel and any filing fees required to be paid for filings made under the HSR Act) as required pursuant to Section 9.6. (i) The Series C Statement of Designation shall have been filed with the office of the Secretary of State of the State of Texas, shall be in full force and effect and the Company shall not have amended, modified or quoted, altered any provision of the SEC or any other governmental or regulatory body with respect to public trading in Series C Statement of Designation without the Common Stockprior consent of the Investors. (j) The Company and the Investors shall have received a written copy of the Xxxxxx Brothers Fairness Opinion.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedOTC Bulletin Board, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (i) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Closing Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (ai) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at in all times prior material respects (except for those representations and warranties which are qualified as to materiality or by Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, including the waiver of any applicable registration rights that could affect the rights of the Investors under the Registration Rights Agreement, all of which shall be in full force and effect. (ciii) The Company shall have executed and delivered the Registration Rights Agreement. (iv) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares, a copy of which shall have been provided to the Investors. (v) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing (or seeking to enjoin or prevent) the consummation of the transactions contemplated hereby or in the other Transaction DocumentsDocuments and no law shall have been enacted or made effective that makes illegal or otherwise prohibits the consummation of the transactions contemplated hereby. (dvi) The Company Investors shall have executed and delivered received an opinion from Xxxxxxxxx & Xxxxxxx LLP, the Convertible Note and supporting documentationCompany’s counsel, dated as of the Closing Date, in a customary form reasonably acceptable to the Investors. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (fvii) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (viii) A certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Closing Securities, and (b) certifying the current versions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company. (ix) A Lock-Up Agreement, substantially in the form of Exhibit D hereto (the “Lock-Up Agreement”) executed by each executive officer and director of the Company, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date. (x) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note at Closing Preferred Shares and Warrants is subject to the fulfillment to such Investor’s 's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the applicable Closing DateDate as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier datedate as so qualified, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) If applicable, the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares and Warrant Shares on Nasdaq. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockShares.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note at Closing Securities is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to respects, as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. . (b) The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bc) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (cd) The Company shall have executed and delivered the Registration Rights Agreement. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authorityGovernmental Entity, shall have been issued, and no action or proceeding shall have been instituted by any governmental authorityGovernmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c) and delivered the Convertible Note and supporting documentation(e) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents and delivered the Irrevocable Transfer Agent Instructionsissuance of the Securities, certifying the current versions of the articles of association of the Company. (fh) The Investors shall have received opinions from Xxxxxx LLP and Cooley (UK) LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors and the Company reasonably agree. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockADSs.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (other than the Shareholder Approval) necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Certificate of Designation shall have been filed with the Secretary of State of Nevada and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors. (e) On or prior to the Closing Date, the Company shall have received gross proceeds from the sale of the Shares and Warrants as contemplated hereby of at least Eighteen Million Dollars ($18,000,000). (f) The Company shall have delivered to the Investors, executed Voting Agreements executed by the Company and each of the shareholders listed on Schedule 6.1(f) hereto, each of which shall be in full force and effect. (g) The Merger Agreement and the Stock Repurchase Agreement shall be in full force and effect, enforceable against each of the parties thereto; each of the Company and the other parties to the Merger Agreement and the Stock Repurchase Agreement shall have complied in all material respects with all agreements and satisfied all conditions (other than the consummation of the transactions contemplated thereby) on its part to be performed or satisfied under the Merger Agreement and/or the Stock Repurchase Agreement (as applicable) at or prior to the Closing Date, in each case without any modification or waiver thereof, and shall have provided documentation reasonably satisfactory to the Investors evidencing such satisfaction, such that the Merger and the Stock Repurchase shall close contemporaneously with the transactions contemplated hereby. (h) The Company shall have delivered to the Investors a fully executed counterpart of the Consent and Waiver Agreement, which shall be in full force and effect. (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e), (i) and delivered the Convertible Note and supporting documentation(m) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents, the issuance of the Securities, the Merger, the Migratory Merger and the Reverse Split and calling the Shareholders Meeting, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fl) The Investors shall have received opinions from counsel to each of the Company and Group, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (n) The Company shall have delivered to the Investors executed counterparts of the D&O Lock-Up Agreements from each of the Persons listed in Exhibit D.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date. The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to materiality “materiality” or “Material Adverse Effect" shall be true and correct at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all material respects at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments on the Closing Date (other than any registration of the Conversion Shares under the 1933 Act), all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have executed and delivered the Escrow Agreement. (e) The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors. (f) The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dh) The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and delivered the Convertible Note and supporting documentation(b) of this Section 6.1. (ei) The Company Investors shall have executed received an opinion from each of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and delivered Xxxxxx & Xxxxxxx, P.C., dated as of the Irrevocable Transfer Agent InstructionsClosing Date, in the forms attached hereto as Exhibit C-1 and Exhibit C-2, respectively. (fj) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (k) The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amounts in gross proceeds in respect of the sale of shares of Series A Preferred Stock. (l) The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter. (m) The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase effect the Note Exchange at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments (other than the consummation of the transactions contemplated by the Settlement Agreement to occur after the Closing), all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares on Nasdaq, a copy of which shall have been provided to the Investors, and Nasdaq shall not have raised any unresolved objection thereto. (e) The Seller, VTBH and the Company shall have entered into a settlement agreement on substantially the same terms as set forth in the Draft Settlement Agreement including the Waiver (the “Settlement Agreement”), a true and complete copy of which shall have been delivered to the Investors. (f) The Seller, VTBH and the Company shall have satisfied all conditions to the Settlement set forth in the Settlement Agreement and performed all obligations thereunder required to be performed prior to Closing (other than, in each case, any conditions to be satisfied concurrently with the transactions contemplated by the other Transaction Documents, but subject to the satisfaction of such conditions at the Closing), and the Investors shall have received written evidence reasonably satisfactory to them of such performance and satisfaction. (g) VTBH shall have delivered the executed Transfer Confirmation to the Investors. (h) Simultaneously with the Closing, the Seller and the Investors shall have consummated the transactions contemplated by the Sale Agreement. (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or hereby, in the other Transaction DocumentsDocuments or in the Settlement Agreement. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (i) and delivered the Convertible Note and supporting documentation(m) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, or a duly appointed committee thereof, approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents, the Exchange and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fl) The Investors shall have received opinions from the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documentsthis Agreement. (dc) The Company shall have delivered this executed and delivered Agreement to the Convertible Note and supporting documentationInvestor. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation obligations of the each Investor to purchase complete the Note at Closing is transactions that are the subject of this Agreement are subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, satisfaction of the following conditions, conditions (any or all of which may be waived by the such Investor:, as to itself only): (a) (i) The representations and warranties made by of the Company contained in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall 3.1(h) will be true and correct in all material respects at all times prior to and on as of the Closing Date, Date with the same effect as though made on such date (except for such inaccuracies as are de minimis relative to Section 3.1(h) taken as a whole); (ii) the representations and warranties of the Company contained in Section 3.1(a) (with respect to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall Company and its Significant Subsidiaries) and Section 3.1(c) will be true and correct in all material respects as of the Closing Date with the same effect as though made on such earlier date. The date (except that any representation and warranty that relates to a specified date or a specified time period need only to have been true and correct with regard to the specified date or time period); and (iii) all other representations and warranties of the Company shall contained in this Agreement will be true and correct as of the Closing Date (without giving effect to any “Company Material Adverse Effect”, “material” or “materiality” qualifications contained in such representations and warranties) with the same effect as though made on such date (except that any representation and warranty that relates to a specified date or a specified time period need only to have performed been true and correct with regard to the specified date or time period), except, in all material respects all obligations and conditions herein required the case of this clause (iii) only, to the extent the failure of any such representations or warranties to be performed true and correct would not, individually or observed by it on in the aggregate, have, or prior reasonably be expected to the Closing Datehave, a Company Material Adverse Effect. (b) The Company shall will have obtained any and fulfilled in all consents, permits, approvals, registrations and waivers necessary material respects all its obligations under this Agreement required to have been fulfilled on or appropriate for consummation of before the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effectClosing Date. (c) No judgment, writ, provision of any applicable law or regulation shall exist and no order, injunctiondecree, award injunction or decree of or judgment will have been entered by any court, Governmental Entity and be in force that invalidates this Agreement or judge, justice restrains any of the Investors from completing the transactions that are the subject of this Agreement and no actions or magistrate, including proceedings will be pending against any bankruptcy court of the Investors or judge, the Company or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby Company Subsidiaries that, if decided against any of the Investors or in the other Transaction DocumentsCompany or any of the Company Subsidiaries, could require an Investor to pay damages that would be material to such Investor, would impose a Materially Burdensome Regulatory Condition or could reasonably be expected to have a Company Material Adverse Effect. (d) The Between the date of this Agreement and the Closing Date, there will not have been a Material Adverse Change in the financial condition, results of operations, business or prospects of the Company shall and the Company Subsidiaries taken as a whole and nothing will have executed and delivered the Convertible Note and supporting documentationoccurred that has had or would reasonably be expected to have a Company Material Adverse Effect. (e) The Company’s stockholders will have given the approval of the issuance of Common Stock contemplated by the Investor Agreements that are required by NYSE listed company Rule 312.03, or the NYSE will have informed the Company shall have executed and delivered in writing that it is not required to obtain that stockholder approval (whether because the Irrevocable Transfer Agent InstructionsNYSE requirement has been satisfied by prior stockholder approvals, or because of an exception, a waiver or otherwise). (f) No stop order The shares of Common Stock that will be issued under Investor Agreements will have been authorized for listing on the NYSE. (g) The Company will receive gross proceeds on or suspension before the Closing Date from sales of trading Common Stock under Investor Agreements (including this Agreement) totaling at least $500 million and not more than (i) $550 million, minus (ii) the purchase price of the shares expected to be issuable on exercise of the rights expected to be issued in the Rights Offering. (i) All the outstanding shares of Series G Preferred Stock will have been converted into an aggregate of not more than the number of shares of Common Stock calculated as provided in the Certificate of Designations relating to the Series G Preferred Stock as in effect on the date of this Agreement and all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock shall have been paid in cash in full, or (ii) all the holders of Series G Stock will have given written assurances that on the Closing Date, effective immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock and the Company shall have delivered notice to the holders of the Series G Preferred Stock of such conversion and done all things necessary to cause such conversion to occur and to pay all dividends and other amounts accrued or owing but unpaid in respect of the Series G Preferred Stock, in each case, immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements. (i) The Acquired Common Stock to be purchased by all Investors hereunder will not constitute more than 9.9% of the shares of Common Stock that will be outstanding after the Closing and after conversion of the Series G Preferred Stock into Common Stock. (j) All approvals of the Federal Reserve Board, the FDIC, the OCFI and all other Governmental Entities, including those with authority to regulate banking or insurance, that are required to be obtained before the sales of Common Stock contemplated by the Investor Agreements can be completed will have been obtained and no such approval shall impose or contain any Materially Burdensome Regulatory Condition. (k) The Company shall not have received any notification from any of the FDIC, the Federal Reserve Board and the OCFI to the effect that the capital of the Company or of FirstBank is insufficient to meet any applicable minimum capital requirement imposed by statute, regulation or Governmental Entity, including any requirements as to the public markets capitalization of FirstBank contained in or arising out of the FDIC Consent Order and the OCFI Order or as to the capitalization of the Company contained in or arising out of the Federal Reserve Agreement, and any capital plan approved in connection therewith and in effect with regard to the Company or FirstBank, as the case may be, or to the effect that the Company will not be permitted to make acquisitions and to engage in all aspects of its business and its currently proposed businesses without material restrictions, including the imposition of a Materially Burdensome Regulatory Condition. (l) No proceeding by any Governmental Entity shall be pending or threatened in writing in which the Governmental Entity asserts that the Company, FirstBank or any subsidiary of FirstBank has engaged in improper lending practices. (m) The Company shall have submitted the Submission to the Federal Reserve Board in accordance with Section 4.4 and the Federal Reserve Board shall not have raised any concerns with respect to the matters disclosed in the Submission insofar as they relate to the Investors that have not been resolved to the Investors’ reasonable satisfaction. (n) The private letter ruling dated May 6, 2011, received by FirstBank from the Puerto Rico Department of the Treasury, a true and correct copy of which has been provided to the Investors (the “Ruling”), to the effect that the issuance of Common Stock to the Investors and the Other Investors as contemplated by the Investor Agreements will not reduce or limit the extent to which FirstBank can apply losses incurred in 2010 or prior years to reduce income taxes FirstBank would be required to pay to the Commonwealth of Puerto Rico in 2011 or any subsequent year or years, shall continue to be in full force and effect and not amended or modified in any respect. (o) In the event FirstBank’s Puerto Rico income tax returns have been filed prior to the Closing Date, the net operating loss carryforward of FirstBank as of December 31, 2010 as a result of losses that are reflected on such income tax returns (at least some of which are or will be subject to audit) will be at least $550,000,000. (p) As of the Closing Date, FirstBank shall have at least $3,475,000,000 in core deposits (including, money market, demand, checking, savings and transactional accounts and excluding secured governmental deposits and certificates of deposits) and at least $1,825,000,000 in certificates of deposits, excluding governmental and brokered deposits. (q) On the Closing Date, taking into account the transactions contemplated by the Investor Agreements and assuming the full conversion of the Series G Preferred Stock, the Company’s common stock is traded or quoted, Tier 1 leverage ratio shall be no lower than 10.75%. (r) The consummation of the SEC transactions contemplated by the Investor Agreements and the conversion of the Series G Preferred Stock will not cause the Company or any other governmental Company Subsidiary to be required by GAAP to establish a new cost basis for its assets through the application of push down accounting or regulatory body otherwise. (s) The Company shall not be in default, and there shall not be any condition which with respect to public trading the passage of time or the giving of notice, or both, would result in a default, under repurchase agreements (so-called repos) or agreements for borrowed money under which the Company has payment obligations totaling more than $25 million. (t) The Investor or its adviser shall have received the legal opinion(s), dated as of the Closing Date, substantially in the Common Stockforms attached hereto as Exhibit B and Exhibit C, respectively, of K&L Gates LLP and Xxxxxxxx Xxxxx & Calabria, P.S., counsel to the Company. (u) The Investor or its adviser shall have received (A) a certificate from the Company, dated as of the Closing Date, signed by an officer of the Company, certifying that the conditions set forth in Section 5.1(a) and 5.1(b) have been fulfilled and (B) the items required to be delivered pursuant to the last sentence of Section 2.2.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note 5,000 shares of Series C Preferred Stock and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The All of the representations and warranties made by the Company set forth in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. . (b) The Company and the other parties to the Transaction Documents shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it or them on or prior to the Closing Date. (bc) The Company shall have made all of other the Closing Deliveries required pursuant to Section 3.2(a) of this Agreement. (d) The Company and the Company Subsidiaries (as applicable) shall have obtained the Waivers and any and all other consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (ce) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) No event shall have occurred or shall have failed to occur which has had or could reasonably be expected to have a Material Adverse Effect on the Company or any of its Significant Subsidiaries. (g) The Company shall have delivered a Certificate, executed and delivered on behalf of the Convertible Note and supporting documentationCompany by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) through (f) of this Section 6.1. (eh) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents, and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and each of its Company Subsidiaries and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and (as applicable) the Company Subsidiaries. (i) The Series C Certificate of Designation shall be filed with the Secretary of State of the State of Delaware and the Investor shall receive a certified copy of such filing. (j) The Voting Agreement shall be duly executed and delivered by each of the Irrevocable Transfer Agent InstructionsCompany, Xxxxxxx X. Xxxxxxx, Xxxx Xxxxxxxxxx and Xxxxxxxxxxx Xxxxx. (fk) No stop order or suspension The Company shall deliver to the Investor the Stock Option Plan. (l) The Company shall issue and deliver to the Investor, certificate(s) evidencing the 5,000 shares of trading Series C Preferred Stock, and a duly executed Class A Warrant and Class B Warrant. (m) The Company shall execute and deliver to the Investor the Registration Rights Agreement. (n) The Company shall have been imposed entered into agreements with Xxxx Xxxxxxxxxx and Xxxxxxx X. Xxxxxxx extending the terms of their respective employment agreements through the fifth anniversary of the Closing Date and the Company shall have entered an employment agreement with Xxxxxxxxxxx X. Xxxxx expiring on the fifth anniversary of the Closing Date and containing the respective terms and conditions set forth on Exhibits G-1 through Exhibit G-3 annexed hereto and made a part hereof (collectively, the “Key Employee Employment Agreements”). (o) The Investor shall have received a duly executed copy of the requisite notification given by the public markets on which Company to FINRA of a change in control pursuant to Rule 1017 of the Company’s common stock is traded or quotedFINRA Regulations, together with copies of all Company correspondence to FINRA and FINRA responses thereto. (p) The Investor shall have received an opinion of counsel to the SEC or any other governmental or regulatory body with respect to public trading Company substantially in the Common Stockform attached hereto as Exhibit J-1 and a separate opinion of special Delaware counsel to the Company in the form attached hereto as Exhibit J-2.

Conditions to the Investor’s Obligations. The obligation of the Investor Investors to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s the Investors’ satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:an Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at in all times prior to and respects on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, and the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (h) and delivered the Irrevocable Transfer Agent Instructions(j) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received opinions from the Company’s legal counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC Commission or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization or trading market or the staff of any of the foregoing, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (j) All conditions to the obligation of the Company to consummate the Bialystok Acquisition shall have been fulfilled to the Company’s satisfaction, and contemporaneous with the Closing the Company shall consummate the Bialystok Acquisition. (k) Xxxxxxx X. Xxxxx, Xxxxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxxx shall have executed and delivered the Lock-up Agreement in the form attached hereto as Exhibit B.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have entered into one or more lock-up agreements in the form of Exhibit to the Merger Agreement with the Persons listed in Schedule to the Merger Agreement. (e) The Company shall have effected the exchange of the Bridge Notes (as such term is defined in the Private Placement Memorandum) for not more than an aggregate of 1,070,000 shares of Common Stock on the terms described in the Private Placement Memorandum. (f) The Merger shall have become effective and the other transactions to be consummated under the Merger Agreement on or prior to the closing date specified in the Merger Agreement shall have been consummated in compliance with the terms of the Merger Agreement. (g) The Company shall have entered into one or more subscription agreements with one or more accredited investors reasonably satisfactory to the Investors that contain terms no more favorable to the subscriber than the terms of this Agreement (the “Other Agreements”) and one or more voting agreements in the form attached hereto as Exhibit B with such other investors. (h) The Company shall have received gross proceeds from the sale of the Shares as contemplated hereby and under the Other Agreements of at least Ten Million Three Hundred Forty Two Hundred Thousand Dollars ($10,342,000). (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (f), (g), (h), (i) and delivered the Convertible Note and supporting documentation(m) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fl) The Investors shall have received an opinion from Xxxxxxxx Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documentsthis Agreement, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documentsthis Agreement. (d) The Company shall have delivered this executed and delivered Agreement to the Convertible Note and supporting documentationInvestor. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note at Closing Preferred Stock and Warrants is subject to the fulfillment to such Investor’s 's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the applicable Closing DateDate as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier datedate as so qualified, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) If applicable, the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Preferred Shares and Warrant Shares on Nasdaq. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockShares.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Units at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares and the Warrant Shares, a copy of which shall have been provided to the Investors. (d) The Company shall have received gross proceeds from the sale of the Units as contemplated hereby of at least Three Million, Eight Hundred Thousand Dollars ($3,800,000). (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed and delivered on behalf of the Convertible Note and supporting documentationCompany by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a)-(c)and (h)-(k) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC Commission or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) The Company shall have filed with the Commission the Prospectus Supplement relating to the Offering. (j) The Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation. (k) No change having a Material Adverse Effect shall have occurred.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Notes and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Initial Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have executed and delivered the Security Agreement. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, as qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality SEC Filings, shall be true and correct in all material respects at all times prior to and on the Closing Dateas of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, including to the extent applicable, any shareholder approvals, registrations and waivers necessary or appropriate for the consummation of the purchase purchase, sale and sale issuance of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (i) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the issuance of the Shares, certifying the current versions of the Articles of Incorporation and delivered General By-laws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxxxx Procter LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. The Investors shall have received an opinion from Xxxxx, Xxxxxx & Harcourt LLP, the Company’s Canadian counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (i) There shall have been no Material Adverse Effect since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockShares and no proceedings for any such purposes shall have been initiated or threatened.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Subsequent Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Subsequent Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Subsequent Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Subsequent Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Subsequent Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Common Shares and the Warrant Shares on the Nasdaq Capital Market. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debentures and the Warrants at each Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed and delivered on behalf of the Irrevocable Transfer Agent InstructionsCompany by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Notes at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (ai) The representations and warranties made by the Company in Section 4 4. hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty Warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 4. hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date., (bii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesNotes, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect., and (ciii) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.;

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Preferred Stock at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesPreferred Stock, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentationEscrow Agreement. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructionsthis Agreement. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The Fundamental Representations shall be true and correct as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such Fundamental Representation shall be true and correct as of such earlier date. The representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof (other than the Fundamental Representations) not qualified as to materiality “materiality” or “Material Adverse Effect” shall be true and correct in all material respects at all times prior to and on as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments on the Closing Date (other than any registration of the Conversion Shares under the 1933 Act), all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have executed and delivered the Escrow Agreement. (e) The Company shall have filed with the NYSE a supplementary listing application or similar application for the listing or trading of the Conversion Shares on the NYSE, a copy of which shall have been provided to the Investors. (f) The Certificate of Designations shall have been filed with the Registrar of Corporations and shall be effective; a filed copy of the Certificate of Designations shall have been provided to the Investors. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dh) The Company shall have delivered an officer’s certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and delivered the Convertible Note and supporting documentation(b) of this Section 6.1. (ei) The Company Investors shall have executed received an opinion from each of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and delivered Xxxxxx & Xxxxxxx, P.C., dated as of the Irrevocable Transfer Agent InstructionsClosing Date, in the forms attached hereto as Exhibit C-1 and Exhibit C-2, respectively. (fj) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNYSE, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (k) The Company shall have received, or shall receive substantially simultaneously with the Closing, an amount not less than the difference between $125 million and the Investors’ Subscription Amounts in gross proceeds in respect of the sale of shares of Series A Preferred Stock. (l) The conditions precedent set forth in the Debt Commitment Letter shall be or have been satisfied or waived and the Refinancing (as defined in the Debt Commitment Letter) for no less than $400 million shall have occurred, or shall occur substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Debt Commitment Letter. (m) The Hayfin Facility Agreement shall have been amended, or shall be amended substantially simultaneously with the funding of the Investor’s Subscription Amount, on the terms set forth in the Hayfin Term Sheet.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) , (f) and delivered the Irrevocable Transfer Agent Instructions(j) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received an opinion from Bullivant Hxxxxx Xxxxxx, PC, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) The Company shall have delivered to Fusion Capital Fund II, LLC (“Fusion”), a notice of termination to terminate the Common Stock Purchase Agreement entered into by and between the Company and Fusion.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Closing Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, as qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality Disclosure Schedule and the SEC Filings, shall be true and correct in all material respects at respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to respects, as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Notes and the Warrants at the Closing is subject to the fulfillment to such Investor’s 's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Transaction Documents. (d) The Subsidiaries shall have executed and delivered the Guaranties and the Security Documents as provided in Section 7.1 hereof (except as otherwise permitted therein). (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, domestic or foreign, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, domestic or foreign, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (g) and delivered the Convertible Note and supporting documentation(k) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received opinions from Xxxxxx Xxxxxx, Esq. and Xxxxxx Xxxxxxxx, Esq., the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body body, domestic or foreign, with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing DateDate as so qualified, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier datedate as so qualified, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (other than the approval of the Proposal by its shareholders in accordance with applicable law and the applicable requirements of Nasdaq) necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares and the Warrant Shares on the Nasdaq Global Market, a copy of which shall have been provided to the Investors. (e) The Company shall have received gross proceeds from the sale of the Shares and Warrants as contemplated hereby of at least Ten Million Dollars ($10,000,000). (f) The Certificate of Determination shall have been filed with the Secretary of State of California and shall be effective; a filed copy of the Certificate of Determination shall have been provided to the Investors. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dh) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (g) and delivered the Convertible Note and supporting documentation(k) of this Section 6.1. (ei) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company or any duly authorized committee thereof approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Amended and Bylaws and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fj) The Investors shall have received an opinion from O’Melveny & Xxxxx LLP, special counsel to the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (k) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Closing Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, as qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality Disclosure Schedule and the SEC Filings, shall be true and correct in all material respects at respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to respects, as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the Warrant Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation obligations of the Investor to purchase effect the Note at Closing is on the Closing Date shall be subject to the fulfillment to such satisfaction (or waiver by the Investor’s satisfaction, on or prior to the Closing Date, ) of the following conditions, any of which may be waived by the Investorconditions precedent: (a) The representations and warranties made by of the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, andCompany, the representations Manager and warranties made by the Company PAC LP contained in Section 4 hereof not qualified as to materiality this Agreement shall be have been true and correct in all material respects at all times prior to on the date such representations and warranties were made, and on and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true if made on and correct in all material respects as of such earlier date. ; (b) The Company obligations of the Company, the Manager and PAC LP contained in this Agreement shall have been duly performed in all material respects all obligations on or before the Closing Date, and conditions herein none of the Company, the Manager or PAC LP shall have breached any of its covenants contained in this Agreement in any material respect; (c) Concurrently with the Closing, the Company, the Manager and PAC LP shall each have executed and delivered to the Investor the Closing Documents required to be performed delivered by the Company, the Manager or observed by it on or prior PAC LP, as applicable, pursuant to the Closing Date.Section 2.4; (bd) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated Closing Documents required to be delivered by the Transaction DocumentsCompany, all of which the Manager or PAC LP, as applicable, pursuant to Section 2.4 shall be in full force and effect., and none of the Company, the Manager and PAC LP shall be in default in any material respect of its obligations thereunder; and (ce) No judgment, writ, order, injunction, award preliminary or decree of permanent injunction or other order issued by any court, or judge, justice or magistrate, including any bankruptcy court or judgeother governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order of promulgated or enacted by any governmental authority, shall have been issued, and no action entity that declares this Agreement invalid or proceeding shall have been instituted by unenforceable in any governmental authority, enjoining respect or preventing which prevents the consummation of the transactions contemplated hereby shall be in effect; and no action, suit or in the other Transaction Documents. (d) The Company proceeding before any court or regulatory authority, domestic or foreign, shall have executed and delivered been instituted or threatened by any governmental entity or by any other Person (excluding any such action instituted or threatened by or on behalf of the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered Investor), which seeks to prevent or delay the Irrevocable Transfer Agent Instructions.consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement; (f) No stop order The IPO Closing shall be occurring concurrently with the Closing (or suspension the Closing shall occur immediately prior to, but be conditioned upon the immediate subsequent occurrence of, the IPO Closing); and (g) The shares of trading Class A Common Stock to be registered in the IPO shall have been imposed by approved for listing on the public markets on which the Company’s common stock is traded or quotedAmerican Stock Exchange, the SEC or any other governmental or regulatory body with respect subject to public trading in the Common Stockofficial notice of issuance.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to and on respects) as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, in each case having authority over the Company or its Subsidiaries, or any order of or by any applicable governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (c) The Company shall have delivered resolutions of the Board of Directors certified by the Company’s Corporate Secretary or evidence of other corporate action by the Company and reasonably acceptable to the Investor effecting the appointing or election of Dxxxx Xxxxxx, M.D., Ph.D. to the Company’s Board of Directors effective upon the Closing. (d) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a) and (b), of this Section 6.1. (e) The Investors shall have received an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., special counsel to the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (f) The Company shall have executed and delivered the Convertible Note and supporting documentationTransaction Documents to each Investor. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (fg) No stop order or suspension of trading shall have been imposed or threatened in writing by the public markets on which the Company’s common stock is traded or quotedNASDAQ Capital Market, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The NASDAQ Capital Market shall have approved the listing of the Shares.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed entered into the Debenture and delivered the Convertible Note Company and supporting documentationthe Escrow Agent shall have entered into the Escrow Agreement. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent InstructionsDebenture to the Investor. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to on the date hereof and on the Closing Date, Date (except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct as of such earlier date), and, and the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to on the date hereof and on the Closing Date, Date (except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specific date). The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its acting Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the condition specified in this Section 6.1(a). (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Transaction Documents. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in by the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Documents, certifying the current versions of the Articles of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company. (f) The Investors shall have received an opinion from Xxxxxx & Whitney LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D. (g) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. The Company shall not have received notice of any delisting on Nasdaq or that it is violation of any Nasdaq rule, regulation or interpretation which could lead to delisting. (h) The Company’s delivery (i) to its transfer agent of irrevocable instructions to issue and deliver to each Investor (or in such nominee name(s) as designated by such Investor in writing) certificates evidencing such number of Shares as set forth on the signature pages to this Agreement, and (ii) duly executed copies of the Warrants to the Investor. (i) The Company shall have consummated concurrent with the Closing hereunder the transactions contemplated by that certain Asset Purchase Agreement dated as of the date hereof by and between the Company and CryoCath Technologies Inc. (the “Acquisition”). (j) The Company shall have consummated concurrent with the Closing hereunder the transactions contemplated by that certain Amendment to Loan and Security Agreement dated as of the date hereof by and between the Company and Silicon Valley Bank, including without limitation the loan contemplated by Section 3 thereunder. (k) Xxx Xxxxx (or such other individual as may be designated in writing by Alta Partners VIII, L.P.) shall have been elected to the Company’s Board of Directors effective as of the Closing.

Conditions to the Investor’s Obligations. The obligation of each of the Investor Investors to purchase the Note Securities at the applicable Closing is subject to the fulfillment to such Investor’s the Requisite Holders’ reasonable satisfaction, on or prior to the applicable Closing Date, of the following conditions, any of which may be waived in writing by the InvestorRequisite Holders: (a) The representations and warranties made by the Company in Section 4 3 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not that are qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects at all times prior to and respects, on the applicable Closing Date, except to the extent any such representation or warranty expressly speaks is made as of an earlier a specified date, in which case such representation or warranty case, it shall be true and correct correct, in all material respects respects, as of such earlier specified date. ; (b) The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it under this Agreement on or prior to the applicable Closing Date.; (bc) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the SecuritiesSecurities then being issued and sold, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be and remain so long as necessary in full force and effect., including without limitation, in the case of the Second Closing only, the Stockholder Approval (which shall have been obtained at the Stockholders Meeting by the Stockholders Meeting Deadline); (cd) In the case of the First Closing only, the Company shall have executed and delivered a counterpart to the Registration Rights Agreement to each of the Investors; (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, or self-regulatory organization, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents.; (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the applicable Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d) and delivered the Convertible Note and supporting documentation.(i) of this Section 5.1; (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the applicable Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructions.other Transaction Documents and the issuance and sale of the Securities, certifying (in the case of the Second Closing) the resolutions adopted by the shareholders of the Company approving the Proposal, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and all related documents on behalf of the Company; (fh) The Investors shall have received the applicable Company Counsel Opinion; (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body Person with respect to public trading in the Common Stock; (j) The Company shall have delivered (in the case of the First Closing only) evidence satisfactory to the Requisite Holders of the filing of the Certificate of Designations with the Secretary of State of the State of Nevada; (k) The aggregate purchase price for the shares of Preferred Stock committed to be purchased by the Investors in the First Closing and the Second Closing (assuming the timely satisfaction of all closing conditions) shall, as of the First Closing, equal or exceed the Minimum Investment Amount; (l) The Lead Investor shall have received a lock-up and voting agreement, in the form of Exhibit E, annexed hereto and made a part hereof, duly executed by each of the Persons identified in Schedule 5.1(l); and (m) No event or events shall have occurred from and after the Signing Date that, individually or in the aggregate, is reasonably likely, in the reasonable judgment of the Requisite Holders, to result in a Material Adverse Effect.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s 's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and delivered the Irrevocable Transfer Agent Instructions(d) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received an opinion from Company Counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) Company Counsel shall have received the Escrow Amount from the Investors pursuant to Section 3 hereof.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Placement Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Placement Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Listing of Additional Shares notice form for the listing of the Warrant Shares. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents and delivered the Irrevocable Transfer Agent Instructionsissuance of the Placement Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Fenwick & West LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor Investors to purchase the Note Securities at the Closing is subject to the fulfillment to such Investor’s the Investors’ satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:Investors agreeing hereunder to purchase a majority of the Shares and Warrants (the “Required Investors”): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, Securities all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfilment of the conditions specified in subsections (a), (b), (d) and delivered the Irrevocable Transfer Agent Instructions(e) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received an opinion from the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase its pro rata share of the Note Notes and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor in its sole discretion (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specific date. . (b) The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bc) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Notes and the Warrants and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (cd) The Company shall have executed and delivered the Warrants. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and delivered the Convertible Note and supporting documentation(c) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation, as amended, and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and certifying that the Securities and the Pledged Shares have been duly and validly issued and are fully paid and non-assessable. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) The Company shall have issued not more than $1,750,000, in the aggregate principal amount of the Notes. (j) The Pledgor shall have delivered to the Pledge Agent a stock certificate representing the Pledged Shares, which shall be registered in the name of the Investors, for the purpose of perfecting Investors’ security interest in the Pledged Shares pursuant to the terms of the Pledge Agreement. (k) The Pledge Agent shall have taken delivery of the Pledged Shares and shall have executed and delivered to the Investor the Acknowledgement and Receipt contemplated by the Pledge Agreement. (l) The Company shall have paid the Closing Fee to the Investors (which shall be effected by a net payment by the Investors of the purchase price for the Notes). (m) The Transaction Documents, in form and substance satisfactory to the Investors, shall have been executed and delivered by the parties thereto. (n) Counsel to the Company shall have delivered to the Investors its legal opinion, in form and substance satisfactory to the Investors, as to the valid existence and good standing of the Company, the enforceability of the Transaction Documents against the Company and the Pledgor, the valid and proper issuance of the Pledged Shares, the Warrants and the Notes, and the grant of a perfected security interest to the Investors in the Pledged Shares.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by Instructions in form acceptable to the public markets on which Investor and the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stocktransfer agent.

Conditions to the Investor’s Obligations. The obligation of the Investor ---------------------------------------- Investors to purchase the Note Securities at the Closing is subject to the fulfillment to such Investor’s the Investors' satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:Investors agreeing hereunder to purchase a majority of the Shares and Warrants (the "Required Investors"): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, Securities all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have complied in all respects with the requirements of the Exemption and any waiting periods relating thereto shall have expired and the Warrant Shares shall have been approved for inclusion in Nasdaq upon official notice of issuance. (e) The Company shall have entered into an agreement in form and substance reasonably satisfactory to the Investors (the "Exchange Agreement") pursuant to which the Company shall effect the conversion or exchange of all amounts outstanding under its existing bridge loan facility with Big Beaver Investments, LLC (including interest) into shares of Common Stock and warrants to purchase shares of Common Stock on the same economic terms (including as to price) as contemplated hereby (the "Exchange"); provided, however, that an Exchange Agreement that contains substantially the same terms and conditions as set forth herein shall be considered acceptable to the Investors. (f) The Exchange shall have been consummated in accordance with the terms of the Exchange Agreement. (g) The Company shall have entered into one or more agreements in form and substance reasonably satisfactory to the Investors (the "Other Investment Agreements") pursuant to which the Company agrees to sell shares of Common Stock and warrants to purchase Common Stock to one or more institutional investors on the same economic terms (including as to price) as contemplated hereby (except that such investors shall not be subject to a one-year prohibition on their ability to sell, transfer or otherwise dispose of their shares of Common Stock and warrants (the "Other Investment") ; provided, however, that an Other Investment Agreement that contains substantially the same terms and conditions as set forth herein (except for the lock-up described above) shall be considered acceptable to the Investors. (h) The Other Investment shall have been consummated in accordance with the terms of the Other Investment Agreement and, together with the gross proceeds of the sale of the Shares and Warrants, shall result in gross proceeds to the Company of at least Six Million Five Hundred Thousand Dollars ($6,500,000). (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction DocumentsAgreements. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfilment of the conditions specified in subsections (a), (b), (d), (f) and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Agreements and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Agreements and related documents on behalf of the Company. (fl) The Investors shall have received an opinion from O'Melveny & Xxxxx LLP, the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Class A Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier specific date. . (b) The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (bc) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the Class A Warrants and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments to be consummated on or prior to the Closing Date, all of which shall be in full force and effect. (cd) The Company shall have executed and delivered certificates representing the appropriate number of Shares and the Class A Warrants to the Escrow Agent. (e) The Company shall have executed and delivered the Registration Rights Agreement. (f) The Company and the Escrow Agent shall have executed and delivered the Escrow Agreement. (g) The Company and the CYHC Shareholder shall have executed and delivered the Make Good Agreement, and the Company, the CYHC Shareholder and the Transfer Agent shall have executed and delivered the Make Good Escrow Agreement. (h) The Company and the Majority Stockholders shall have executed and delivered the Lock-Up Agreement. (i) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dj) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b) and delivered the Convertible Note and supporting documentation(c) of this Section 6.1. (ek) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fl) The Investors shall have received an opinion from Xxxxxx & Xxxxxx, LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (m) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (n) The Company shall have received not greater than $14,000,000, in the aggregate. (o) The Company shall have filed the Amendment. (p) The Reverse Split shall have taken effect. (q) The Company will have coordinated with Nasdaq to process the change of the Company’s name in the marketplace and will have obtained a new trading symbol on the Over-the-Counter Bulletin Board.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing DateDate with the same force and effect as if they had been made on and as of said date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all respects as of the date hereof and true and correct in all material respects at all times prior to and on the Closing DateDate with the same force and effect as if they had been made on and as of said date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (including, without limitation, approval in accordance with applicable law and the applicable requirements of any stock exchange or market on which the Common Stock is traded or quoted) necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; provided, however, that it shall not be a condition to each Investor’s obligation to purchase the Shares at the Closing that the Company obtain the waiver of any “piggyback” registration rights held by the Company’s securityholders under written agreements entered into by the Company prior to the date hereof. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have taken all action necessary to effect the listing of the Shares on the Nasdaq Global Market upon official notice of issuance. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) (which subsection (e) shall be qualified to the Company’s Knowledge) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Hxxxx & Hxxxxxx L.L.P., the Company’s outside counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as set forth on Exhibit B attached hereto. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Amended and Restated Certificate of Designation. (d) The Amended and Restated Certificate of Designation shall have been filed with the Secretary of State of Nevada and shall be effective; a filed copy of the Amended and Restated Certificate of Designation shall have been provided to the Investors. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedOTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, and the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by hereby to be consummated on or prior to the Transaction DocumentsClosing, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d) and delivered the Irrevocable Transfer Agent Instructions(h) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, or a duly appointed committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents, the issuance of the Shares and the Reverse Split, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (h) The Investors shall have received opinions from Xxxxxx, Xxxxx & Xxxxxxx LLP, the Company's counsel, and The Xxxxx Law Firm, the Company’s Nevada counsel, each dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedOTCQB, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d) and delivered the Irrevocable Transfer Agent Instructions(h) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received an opinion from Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Securities at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers (including, without limitation, approval in accordance with applicable law and the applicable requirements of any stock exchange or market on which the Common Stock is traded or quoted) necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect; provided, however, that it shall not be a condition to each Investor’s obligation to purchase the Shares at the Closing that the Company obtain the waiver of any “piggyback” registration rights held by the Company’s securityholders under written agreements entered into by the Company prior to the date hereof. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have taken all action necessary to effect the listing of the Shares and the Warrant Shares on the Nasdaq Global Market upon official notice of issuance. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) (which subsection (e) shall be qualified to the Company’s Knowledge) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxx & Xxxxxxx L.L.P., the Company’s outside counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as set forth on Exhibit C attached hereto. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at in all times prior material respects (or to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares, a copy of which shall have been provided to the Investors. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (g) The Company shall have delivered to the Investors a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (f) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eh) The Company shall have delivered to the Investors a Certificate, executed on behalf of the Company by its Chief Operating Officer, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Articles of Association of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fi) The Investors shall have received an opinion from each of Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, and Walkers, Cayman Islands counsel for the Company, and dated as of the Closing Date, in form and substance reasonably acceptable to the Placement Agents and the Investors and addressing such legal matters as the Investors may reasonably request. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockOrdinary Shares. (k) The Company’s directors and officers shall have executed and delivered customary “lock-up” agreements for a period of 90 days, in form and substance reasonably acceptable to the Investors and the Placement Agents.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of the date hereof and as of the Closing Date, as though made on and as of such date (other than (A) representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations shall be true and correct in all respects, and (B) those representations or warranties which expressly speak as of an earlier date, which shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date), but in each case without giving effect to the consummation of the transactions contemplated by the Transaction Documents. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction DocumentsDocuments (other than the Stockholder Approval), all of which shall be and remain so for as long as necessary in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement and such agreement shall be in full force and effect. (cd) The Company shall have submitted to Nasdaq a Listing of Additional Shares notification form for the listing of the Shares. (e) All conditions to the closing of the Merger set forth in the Merger Agreement shall have been satisfied (as determined by the parties to the Merger Agreement and other than the Closing hereunder and other than those conditions which, by their nature, are to be satisfied at the closing of the transactions contemplated by the Merger Agreement) or waived by the party entitled to the benefit thereof under the Merger Agreement, and the closing of the Merger shall be set to occur substantially concurrently with the Closing hereunder. No amendment or waiver of the Merger Agreement (as the same exists as of the date hereof in the form provided to the Investor) shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits the Investor would reasonably expect to receive with regard to the Shares that Investor is acquiring pursuant to this Agreement. (f) The Company shall have obtained the Stockholder Approval. (g) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, or any statute, rule, regulation or executive order shall have been issued, entered, enacted, promulgated or endorsed by any governmental authority, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (dh) The Company shall have delivered to each Investor a Certificate, executed on behalf of the Company by its Executive Chairman, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (f), (g), (k) and delivered the Convertible Note and supporting documentation(l) of this Section 6.1. (ei) The Company shall have delivered to each Investor a Certificate, executed on behalf of the Company by its Executive Chairman, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents and delivered the Irrevocable Transfer Agent Instructionsissuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fj) The Investors shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (k) No Material Adverse Effect has occurred with respect to the Company since the date hereof. (l) No stop order or suspension of trading shall have been imposed and remain in effect on the Closing Date by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Private Placement ADSs at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Private Placement ADSs and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authorityGovernmental Authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authorityGovernmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby or in by the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Subsections (a), (b), (e), (i) and delivered the Irrevocable Transfer Agent Instructions(j) of this Section 6.1. (f) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Documents and the issuance of the Private Placement ADSs and the Private Placement Shares. (g) The Investors shall have received opinions from Xxxxxx LLP and Cooley (UK) LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (h) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common StockADSs.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Notes and the Investor Shares at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and arid on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty Warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Notes and the Series G Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Initial Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have executed and delivered the Security Agreement. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (e) and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at in all times prior to material respects as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares, a copy of which shall have been provided to the Investors. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(h) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Closing Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, as qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality Disclosure Schedule and the SEC Filings, shall be true and correct in all material respects at respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to respects, as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Warrant Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(j) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxxx LLP, the Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors. (i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Closing Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof hereof, as qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality SEC Filings, shall be true and correct in all material respects at respects, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all times prior to respects, as of the date hereof and on as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects respects, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation of the purchase and sale of the Securities, Closing Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares, and Nasdaq shall have raised no objection to the consummation of the transactions contemplated by the Transaction Documents. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Accounting Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (h), and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents, the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and delivered Bylaws of the Irrevocable Transfer Agent InstructionsCompany and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (j) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Securities at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), and delivered the Irrevocable Transfer Agent Instructions(d) of this Section 6.1. (f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (g) The Investors shall have received from Fenwick & West LLP, legal counsel to the Company, an opinion dated as of the Closing Date in a form reasonably acceptable to the Investors. (h) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (i) The Company shall use its best efforts to cause the closing of the purchase of Securities by each Investor to occur substantially simultaneously, subject to each Investor’s performance of its obligations under this Agreement.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Units at the applicable Closing is subject to the fulfillment to such Investor’s satisfactionfulfillment, on or prior to the applicable Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the such Closing Date. (b) The Company Since the date of this Subscription Agreement, there shall have obtained not occurred any (i) Material Adverse Effect with respect to the Company and all consents, permits, approvals, registrations its Subsidiaries (other than Computex and waivers necessary its Subsidiaries) or appropriate for consummation of (ii) Company Material Adverse Effect (as such term is defined in the purchase Business Combination Agreement) with respect to Computex and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effectits Subsidiaries. (c) The Common Stock shall remain listed on the Nasdaq Capital Market or, if not so listed, shall be quoted on the OTC Bulletin Board. (d) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authorityauthority or third party, in each case enjoining or preventing preventing, or seeking to enjoin or prevent, the consummation of the transactions contemplated hereby or in the other Transaction Documents, or which would otherwise result in a Material Adverse Effect. (de) All conditions precedent to the Company’s obligation to consummate closing of the Transaction, including the approval of the Company’s stockholders, shall have been satisfied or, with the prior written consent of such Investor, waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction). (f) The Company shall have executed and delivered the Convertible Note and supporting documentationRegistration Rights Agreement. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by an executive officer, dated as of the applicable Closing Date, certifying (i) to the fulfillment of the conditions specified in subsections (a), (b), (c), (d) and delivered (e) of this Section 6.1 and (ii) that immediately following receipt of the Irrevocable Transfer Agent Instructionsproceeds from the issuance and sale of the Units pursuant to this Agreement the Transaction is capable of being, and shall be, consummated in accordance with the terms and conditions of, and without any waiver of any obligations, breaches or defaults arising under, the Business Combination Agreement. (fh) The Investors shall have received an opinion from counsel to the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (j) Pensare shall have delivered a written consent of the stockholders (the “Written Consent”) in substantially the form attached hereto as Exhibit D.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s 's satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, the consummation of the Reverse Split and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have received executed Voting Agreements from the holders of not less than a majority of the outstanding Common Stock irrevocably consenting to the Reverse Split. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents (including the Reverse Split) and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Sichenzia Ross Friedman Ference LLP, the Xxxxxxx'x xxxxxxx, xated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase Shares at the Note at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at in all times prior to material respects (except in the case of any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date hereof and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Certificate of Designation for the Series D Stock shall have been filed with the Secretary of State of the State of Delaware. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. (g) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e), (f) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eh) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Shares, certifying the current version of the certificate of incorporation and bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fi) The Company shall have delivered the Escrow Agreement, dated as of or prior to the Closing Date, executed on behalf of the Company and the escrow agent party thereto, and the Company shall have delivered an amount equal to $500,000 to be delivered to the escrow agent via wire transfer of immediately available funds pursuant to the wire instructions delivered by the escrow agent to the Company. (j) The Investors shall have received an opinion from Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel for the Company, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (k) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quoted, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Note Debenture at Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor: (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (d) The Company shall have executed and delivered the Convertible Note and supporting documentation. (e) The Company shall have executed and delivered the Irrevocable Transfer Agent Instructions. (f) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock. (e) The Company shall have executed and delivered the Warrant; and (f) The Company shall have executed and delivered the Debenture.

Conditions to the Investor’s Obligations. The obligation of the each Investor to purchase the Note Shares and the Warrants at the Closing is subject to the fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by the Investor:such Investor (as to itself only): (a) The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and conditions covenants herein required to be performed or observed by it on or prior to the Closing Date. (b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities, Securities and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. (c) The Company shall have executed and delivered the Registration Rights Agreement. (d) The Company shall have filed with Nasdaq a Notification Form for the inclusion of the Shares and the Warrant Shares in the Nasdaq Capital Market. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and delivered the Convertible Note and supporting documentation(i) of this Section 6.1. (eg) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and delivered the Irrevocable Transfer Agent Instructionsother Transaction Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (fh) The Investors shall have received an opinion from Xxxxx Xxxx LLP, the Company's counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. (i) No stop order or suspension of trading shall have been imposed by the public markets on which the Company’s common stock is traded or quotedNasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the Common Stock.