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

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement Agent, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be sold. The Investor understands and agrees that, in the event that the Placement Agent, in its sole discretion, determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement AgentAgents, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the SellersCompany, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be sold. The Investor understands and agrees that, in the event that the Placement AgentAgents, in its sole discretion, determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent Agents may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing Closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, Xxxxxxxx in its sole discretion, discretion determines that the conditions to closing the Closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent Xxxxxxxx may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 15 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units shares of Common Stock will be subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement, which shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (ii) that the Placement Agent, Agent shall not have: (xA) terminated the Placement Agency Agreement pursuant to the terms thereof or (yB) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units shares of Common Stock that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, Agent in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing as set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent may, but shall not be obligated to, terminate such the Placement Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, BHP in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent BHP may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 15 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement AgentCanaccord, as lead placement agent, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement AgentCanaccord, as lead placement agent, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent Canaccord, as lead placement agent, may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing as set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agents shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that LCM, on behalf of the Placement AgentAgents, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent LCM may, but shall not be obligated to, terminate such the Placement Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agents shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, LCM in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent LCM may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct in all material respects (other than such representations and warranties qualified by materiality or material adverse effect, which representations and warranties shall be true and correct in all respects) as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, LCM in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent LCM may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be Securities is subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitationthe representations and warranties and undertakings of the Company in the Placement Agreement, those (ii) the satisfaction of the conditions contained in the Placement Agency Agreement, (iii) the satisfaction Company shall have certified that each of the conditions Initial Conditions Precedent to Utilisation under the closing set forth in the Placement Agency Agreement, and to COFACE Facility Agreement have been satisfied (except the condition that the Placement AgentCompany raise $45,000,000 in equity capital or subordinated loans), shall not have: (xiv) terminated the Placement Agency Agreement pursuant to being in full force and effect and not having been terminated and (v) the terms thereof or (y) Placement Agent not having determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price Securities are further conditioned upon the sale by the Company of at least Securities in connection with the Offering resulting in not less than $5 45 million must be sold before any will be soldin gross proceeds to the Company. The Investor understands and agrees that, in the event that the Placement Agent, Agent in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agent Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the LP Units will be subject to (i) the delivery by the Sellers Partnership of the Shares and the Warrants comprising the LP Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company Partnership and the fulfillment of those undertakings of the Company Partnership to be fulfilled prior to the Closing Date, including without limitation, those in each case as contained in the Placement Agency this Agreement, and (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Lead Placement Agent, Agent shall not have: (x) terminated the Placement Agency Agreement Agreement, dated February 9, 2012 (the “Placement Agreement”) pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the LP Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldPartnership. The Investor understands and agrees that, in the event that the Lead Placement Agent, in its sole discretion, Agent determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Lead Placement Agent Agent, may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 13 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Notes will be subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of of(x) the representations and warranties made by the Company in this Agreement and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agents shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Notes that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that LCM, in behalf of the Placement AgentAgents, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent LCM may, but shall not be obligated to, terminate such the Placement Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agents shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s 's obligation to purchase the Units will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement AgentAgents, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s 's obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement AgentCanaccord Genuity, Inc., as lead placement agent, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent Canaccord Genuity, Inc., as lead placement agent, may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units Shares will be subject to (ix) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement shall be true and correct as of the date hereof and as of the Closing Date and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (y) that the Placement Agent, Agent shall not have: (xi) terminated the Placement Agency Agreement pursuant to the terms thereof or (yii) determined that the conditions to the closing Closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Shares that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, Agent in its sole discretion, discretion determines that the conditions to closing the Closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any material provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units shares of Common Stock will be subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company in the Agreements and the fulfillment Placement Agreement, which shall be true and correct as of the date hereof and as of the Closing Date, and the Company shall have fulfilled those undertakings of the Company required to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition (ii) that the Placement Agent, Agent shall not have: (xA) terminated the Placement Agency Agreement pursuant to the terms thereof or (yB) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be sold. The Investor understands and agrees that, in the event that the Placement Agent, Agent in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency such Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below. The Placement Agent shall not have the authority to amend or modify the Company’s representations and warranties set forth in Section 3 of the Placement Agreement or the closing conditions contained in Section 7 of the Placement Agreement in a manner adverse to the Investor or waive any provisions or conditions contained therein without the consent of the Investor.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units and Series B Warrants will be subject to (i) the delivery by the Sellers of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, the delivery of a letter by DLA Piper LLP (iiiUS) enabling the satisfaction Investor to rely on its legal opinions rendered pursuant to items 1, 2, 5, 6, 7 and 9 of Schedule C of the conditions Placement Agreement, subject to the closing set forth qualifications applicable thereto, and provided that in no event shall Investor be entitled to rely on any general negative assurance language provided to the Placement Agency Agent, the delivery by Xxxxxxx XxXxxxxx of a letter enabling the Investor to rely on its legal opinions rendered pursuant to Schedule D of the Placement Agreement, subject to the qualifications applicable thereto and to the condition that the Placement Agent, Agent shall not have: (xa) terminated the Placement Agency Agreement pursuant to the terms thereof or (yb) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units Securities that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, Agent in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the such Placement Agency Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s 's obligation to purchase the Units will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement Agent, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s 's obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Placement Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s obligation to purchase the Units will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement Agent, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfiedsatisfied or waived. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement Agent, in its sole discretion, determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.

Conditions to the Investor’s Obligations. The Investor’s 's obligation to purchase the Units will be subject to (i) the delivery by the Sellers Company of the Shares and the Warrants comprising the Units in accordance with the provisions of this Agreement, (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing Date, including without limitation, those contained in the Placement Agency Agreement, (iii) the satisfaction of the conditions to the closing set forth in the Placement Agency Agreement, and to the condition that the Placement AgentCanaccord, as placement agent, shall not have: (x) terminated the Placement Agency Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agency Agreement have not been satisfied. The Investor’s 's obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Units that they have agreed to purchase from the Sellers, except that Units representing an aggregate purchase price of at least $5 million must be sold before any will be soldCompany. The Investor understands and agrees that, in the event that the Placement AgentCanaccord, as lead placement agent, in its sole discretion, discretion determines that the conditions to closing in the Placement Agency Agreement have not been satisfied or if the Placement Agency Agreement may be terminated for any other reason permitted by the Placement Agency Agreement, then the Placement Agent Canaccord, as lead placement agent, may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement pursuant to Section 14 below.