Common use of Conditions to The Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s Purchasers’ several and sole benefit and may be waived by the each Purchaser at any time in its such Purchaser’s sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered, or caused to be delivered, to each of the Purchasers (i) each of the Transaction Documents to which it is a party and (ii) the Common Stock being purchased by such Purchaser at the Closing pursuant to this Agreement Agreement, in each case, in form and substance reasonably satisfactory to such Purchaser. Each Purchaser shall have executed each of the Transaction Documents to which it is a party, and all Purchasers and stockholders of the Company shall have entered into the Stockholders Agreement, and delivered the same to the PurchaserCompany. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Company, as applicable, at or prior to the Closing Date. The Each Purchaser or its agent shall have received a certificate or certificates reasonably requested certificates, executed by an authorized officer of the Purchaser includingCompany, but not limited to certificates with respect dated as of the Closing Date, to the Company’s Formation Documents, By-laws, foregoing effect. The statements of the Company and Board its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of Directors’ resolutions relating to the transactions contemplated herebyClosing Date. e(c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the transactions Common Stock in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated as of the Closing Date. (d) The Company shall have delivered to each Purchaser a Secretary’s certificate certifying to (i) the incorporation and good standing of the Company in its jurisdiction of incorporation; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company’s Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions. (e) No Material Adverse Change shall have occurred in the Company’s consolidated business or financial condition since the date of the Company’s most recent financial statements. (f) The Purchasers of the Common Stock deposit of at least $5,000 into the Escrow Account in connection with the offering and sale of the Common Stock, which such amount shall be exclusive of and in addition to the consideration deposited into the Escrow Account in connection with the purchase of the Common Stock pursuant to this Agreement. f(g) No event Each Purchaser or its agent shall have occurred which could reasonably be expected received an opinion of counsel to have a Material Adverse Effect on the Company including but not limited to a change Company, dated the Closing Date, in the 1934 Act reporting status of form and substance satisfactory to the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsPurchasers. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation obligations of the Purchaser Purchasers hereunder to purchase the Note Notes at the Closing is are subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and Purchasers acknowledges that the Purchase Price may be waived transferred to the Issuer upon receipt by the Purchaser at any time Closing Agent of the Issuer Closing Certificate as set forth in its sole discretion:Section 1(b): (a) The Company Each of the Obligors shall have executed this Agreement and delivered the same delivered, or caused to be delivered, to the PurchaserPurchasers or the Closing Agent each of the Transaction Documents to which it is a party and the terms of each of the Transaction Documents shall, in the reasonable judgment of the Closing Agent, conform in all material respects to the most recent drafts of the Transaction Documents provided to the Purchasers on or prior to the date hereof. (b) On the Closing Date, the Closing Agent (on behalf of the Purchasers and the Other Purchasers) shall have received the opinions of Weil, Gotshal & Xxxxxx LLP, counsel to the Obligors, dated as of the Closing Date, in form and substance reasonably satisfactory to the Closing Agent; provided that no disclosure (“10b-5”) statement shall be delivered. (c) The Company Obligors shall have each delivered to the Closing Agent (on behalf of the Purchasers and the Other Purchasers) (i) certificates evidencing good standing, issued by the Secretaries of State (or comparable office) of each of the U.S. jurisdictions in which the Obligors is organized, as of a recent date to the date hereof, and (ii) bringdown certificates evidencing good standing as of the date of the business day immediately preceding the Closing Date. (d) The Obligors shall have delivered to the Purchaser Closing Agent (on behalf of the duly Purchasers and the Other Purchasers) a certificate, executed Note by an authorized officer of each of the Obligors, and dated as of the Closing Date, as to (i) the resolutions approving the Transactions as adopted by the Board of Directors (or other equivalent governing body or Person) of each such entity in a form reasonably acceptable to the Closing Agent, and (ii) the memorandum of association, the certificate of incorporation and bylaws, or other organizational documents of each such denominations as the Purchaser shall request) in accordance with Section 1 aboveentity. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). de) The representations and warranties of the Company Obligors contained herein shall be true and correct in all material respects (or if any such representations and warranties are already qualified with respect to materiality, then as and to the extent so qualified) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) ), and the Company Obligors shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Obligors, as applicable, at or prior to the Closing Date. The Purchaser Closing Agent (on behalf of the Purchasers and the Other Purchasers) shall have received a certificate or certificates reasonably requested certificate, executed by an authorized officer of each of the Purchaser includingObligors, but not limited to certificates with respect dated as of the Closing Date, to the Company’s Formation Documentsforegoing effect. The statements of the Obligors and their respective officers made in any certificates delivered pursuant to this Agreement shall be made only in their official, By-lawsrather than individual capacity, and Board shall be true and correct on and as of Directors’ resolutions relating to the transactions contemplated herebyClosing Date. e(f) No litigation, action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, as of the Closing Date, render impossible the issuance or any self-regulatory organization having authority over sale of the matters contemplated hereby which prohibits the consummation Notes; and no injunction or order of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company federal, state or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares foreign court shall have been authorized for quotation on the Principal Market and trading issued that would, as of the Common Stock on Closing Date, prevent the Principal Market issuance or sale of the Notes. (g) In the case of a Purchaser that is registered as an investment company under the Investment Company Act, the Closing Agent shall not have been suspended exercised its discretion to fund the unfunded Purchase Price applicable to such Purchaser as permitted by the SEC or the Principal MarketSection 1(b)(v) above. (h) The Notes shall be eligible for clearance and settlement through DTC.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note Purchased Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided PROVIDED that these conditions are for the Purchaser’s Purchasers' sole benefit and may be waived by the Purchaser Purchasers at any time in its their sole discretion: (a) The Company shall have executed this Agreement and the other applicable Transaction Agreements and delivered the same to the PurchaserPurchasers. (b) The Company Common Stock shall have delivered to be authorized for quotation on the Purchaser electronic bulletin board, over-the-counter market, AMEX, the duly executed Note (NASDAQ National Market, or The New York Stock Exchange, Inc., trading in such denominations as the Purchaser Common Stock shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall not have been delivered to suspended for any reason, and acknowledged in writing by all of the Company’s Transfer Agent (a copy Repricing Shares issuable upon conversion of which written acknowledgment the Repricing Warrants shall be provided to Purchaser prior to Closing).approved for listing on the electronic bulletin board, over-the-counter market, AMEX, the NASDAQ National Market, or The New York Stock Exchange, Inc. d(c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. Purchasers shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Purchasers including, without limitation an update as of the Closing Date regarding the representation contained in Section 3.3 above. (d) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of EXHIBIT E attached hereto. (e) The Company shall have executed and delivered to the Purchaser the Certificates (in such denominations as the Purchaser shall request) for the Purchased Common Shares being purchased by the Purchaser at the Closing. (f) The Board of Directors of the Company shall have authorized and adopted the resolutions in substantially the form attached to the Secretary Certificate delivered herewith. (g) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Repricing Warrants, such number of shares of Common Stock equal to or greater than 200% of the number of shares of Common Stock for which are issuable upon conversion of all of the Repricing Warrants which could be issued at any time under this Agreement. (h) The Irrevocable Transfer Agent Instructions, in substantially the form of EXHIBIT F attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (i) Purchaser shall have received a certificate of the Secretary or certificates reasonably requested an Assistant Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Articles of Incorporation as then in effect, certified or bearing evidence of filing by the Purchaser includingDepartment of State of the State of Utah, but not limited to certificates with respect and (B) a certificate of said Department of State, dated as of a recent date as to the due incorporation and good standing of the Company’s Formation Documents, By-lawsthe payment of all franchise taxes by the Company, and listing all documents of the Company on file with said Department of State; (C) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (D) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors’ Directors or the shareholders of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Purchased Common Shares, the issuance and delivery of the Repricing Shares issuable upon conversion of the Repricing Warrants, and that all such resolutions relating to are in full force and effect and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated hereby. ethereby; (E) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have that the Charter has not been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over amended since the matters contemplated hereby which prohibits the consummation of any date of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected last amendment referred to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status certificate delivered pursuant to clause (A) above; and (F) to the incumbency and specimen signature of each officer of the Company executing this Agreement, the other Transaction Agreements, and any certificate or the failure instrument furnished pursuant hereto and thereto, and a certification by another officer of the Company as to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market incumbency and trading signature of the Common Stock on officer signing the Principal Market shall not have been suspended by the SEC or the Principal Marketcertificate.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its first priority security in the shares and other equity interests owned by Company, contemporaneously with the date of this Agreement. (f) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(k) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Principal MarketClosing Date and again as of the Closing Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Units, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) Units in accordance with Section 1 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC search that is of a date within ten (10) days of the Closing Date. (f) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(g) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(h) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(j) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or the Principal Marketby unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, or OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The Seller acknowledges that the Purchaser’s obligation of to pay to the Purchaser hereunder to purchase Seller the Note Purchase Price in exchange for the Shares at the Closing is subject to conditioned upon satisfaction of the satisfaction, following conditions precedent at or before the Closing Date (any or all of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and which may be waived by the Purchaser at any time in its sole discretion:): (a) The Company shall have executed this Agreement and the Seller has delivered the same to the Purchaser. b) The Company shall have delivered Shares to the Purchaser or its designated account in suitable form for transfer, together with a properly completed and executed Form W-8 or W-9 or other applicable form or statement (all as specified in Section 1.4); (b) the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company Seller contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects as of the date when made Closing as if given on and as of the Closing Date as though made at such time (except for representations and warranties that speak as of expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date); (c) and the Company Seller shall have performed, satisfied performed and complied in with all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied or performed and complied with by the Company at or it prior to or on the Closing Date. The Purchaser in all material respects; (d) all applicable waiting periods under the HSR Act shall have received a certificate expired or certificates reasonably requested by the Purchaser including, but not limited to certificates been terminated with respect to the transactions contemplated by this Agreement; (e) Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx shall have resigned or been removed from the board of directors of the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating ; and (f) immediately after giving effect to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed consummation by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any Seller of the transactions contemplated by this Agreement. f, and the fulfillment of and compliance with the terms and conditions of this Agreement, there will not be any breach of, or a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) No event shall have occurred under, or any right of payment under or right to terminate, amend, modify, abandon or accelerate, any contract or agreement to which could reasonably be expected to have a Material Adverse Effect on the Company including but or any of its subsidiaries is a party and do not limited and will not trigger any material payment to a change in the 1934 Act reporting status any director, officer, employee, or consultant of the Company or the failure any of the Company to be timely in its 1934 Act reporting obligationssubsidiaries except as set forth on Schedule 5.1(f). g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. 7.1 The obligation of the Purchaser hereunder to purchase the Note at Securities to be purchased by it on the Closing Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered directed its transfer agent to deliver to the Purchaser the duly executed Note (in such denominations as certificates for the Purchaser shall request) in accordance with Section 1 aboveSecurities being so purchased by the Purchaser. (c) The Irrevocable Transfer Agent Instructions, Trading in form and substance satisfactory to the Purchaser, Common Stock shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)NASDAQ or the SEC or other regulatory authority. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. The Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date to the foregoing effect. (e) The Purchaser includingshall have completed to its satisfaction all business, but not limited to certificates legal, accounting and financial due diligence with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. f(g) No The Purchaser shall have received the Officer's Certificate described in Section 3.3 dated as of the Closing Date. (h) The Purchaser shall have received an opinion of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, dated as of the Closing Date, in the form attached hereto as Exhibit B. (i) The Company shall have delivered to the Purchaser certificates of good standing of the Company and the subsidiaries which are organized pursuant to the corporate laws of a State within the United States as of a date no earlier than ten days prior to the Closing. (j) The Company shall have delivered to the Purchaser a certificate executed by a duly authorized officer certifying (i) a copy of the Company's certificate of incorporation and the by-laws, (ii) resolutions authorizing the execution of this Agreement and the Registration Rights Agreement, and (iii) incumbency matters. (k) Without limiting the generality of Section 7.1(d), no Material Adverse Effect shall have occurred, nor shall any event shall or events have occurred which could would reasonably be expected likely to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsEffect. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its first priority security in the shares and other equity interests owned by Company, contemporaneously with the date of this Agreement. (f) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(k) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Principal MarketClosing Date and again as of the Closing Date. (l) Intentionally Omitted. (m) Intentionally Omitted.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s Purchasers’ several and sole benefit and may be waived by the each Purchaser at any time in its such Purchaser’s sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered, or caused to be delivered, to each Purchaser (i) each of the Transaction Documents to which it is a party; (ii) pursuant to instructions set forth in the Investor Questionnaire attached as Exhibit C, facsimile copies of one or more stock certificates, free and clear of all restrictive legends except as provided for in this Agreement, evidencing the number of Preferred Shares such Purchaser is purchasing as is set forth on such Purchaser’s signature page to this Agreement and delivered the same next to the Purchaser. b) The Company shall have heading “Number of Preferred Shares to be Acquired,” with the original stock certificates delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent transfer agent within one business day after the Closing; and (a copy iii) and two or more Warrants exercisable, in the aggregate, for that number of which written acknowledgment shall be provided Warrant Shares equal to 100% of the number of Conversion Shares issuable to such Purchaser prior upon Conversion of such Purchaser’s Preferred Shares on the Closing Date (divided equally by Warrant Shares among two tranches, one tranche subject to Closingmandatory exercise upon the occurrence of certain events described therein), rounded to the nearest whole share of Common Stock. d(b) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which shall have been true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Company, as applicable, at or prior to the Closing Date. The Each Purchaser or its agent shall have received a certificate or certificates reasonably requested certificate, executed by an authorized officer of the Purchaser includingCompany, but not limited to certificates with respect dated as of the Closing Date, to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the transactions Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company, be pending or contemplated by this Agreementas of the Closing Date. f(d) No event The Company shall not have received any material non-public communications (verbal or written) from the U.S. Food and Drug Administration pertaining to the regulatory review of the LuViva product for cervical cancer. (e) There shall not have occurred any event or condition which could has had, or would reasonably be expected to have have, a Material Adverse Effect material adverse effect on the Company’s business, financial condition, results of operations, assets, liabilities or prospects, in each case taken as a whole. (f) Each Purchaser or its agent shall have received an opinion of Jxxxx Day, counsel to the Company, dated the Closing Date, addressed to each such Purchaser, in substantially the form attached hereto as Exhibit D, and the Placement Agent shall have received a customary reliance letter with regard to such opinion. (g) The Company including but not limited shall have delivered duly executed irrevocable transfer agent instructions acknowledged in writing by the Company’s transfer agent instructing the transfer agent to deliver the certificates referred to in Section 6(a). (h) The Company shall have delivered to each Purchaser a change in Secretary’s certificate certifying to (i) the 1934 Act reporting status formation and good standing of the Company or in its jurisdiction of organization; (ii) qualification by such entity as a foreign corporation and good standing issued by the failure Secretary of State of the State of Georgia as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company’s Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended such other matters as reasonably requested by the SEC or the Principal MarketPurchasers and as are customary for similar transactions.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.. SPA – FPVD, T1, 2015-08-25 g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b) b. The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1(b) above. c) c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d) d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) g. The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended Purchaser resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or the Principal Marketby unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser’s obligation to purchase any Notes and its acceptance of any shares of the Purchaser hereunder to purchase Company’s common stock that may be issued in connection with any agreements between the Note at parties hereto on a Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Closing is subject other Transaction Documents by the Company; b. Delivery by the Company to the satisfactionPurchaser of the Certificates in accordance with this Agreement or any other agreements between the parties; c. The execution and delivery of the Security Agreement, at or before and UCC-1 Financing Statement on certain of the Company’s assets; d. The Notes to be issued shall be senior to all other debt of the Company other than previously issued Notes. e. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to the Closing Date. be performed on or before such date; f. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser includingPurchaser’s determination, but not limited to certificates with respect its satisfaction acting reasonably, as to the Company’s Formation Documentsuse of the proceeds of the Note. g. The Company must be current with all required Exchange Act filings. h. There shall not be in effect any law, By-laws, and Board of Directors’ resolutions relating to rule or regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; and i. From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents or such other instruments as contemplated by this Agreement. (e) Purchaser has filed a Uniform Commercial Financing Statement evidencing a first priority security interest in the equity interests that the Company owns in Holdco and its other subsidiary, 1847 Xxxxx Inc., and a third, priority security interest in all of the assets of 1847 Xxxxxxxx that is subordinate to the prior rights of the Senior Indebtedness (as defined in the Note) and Company has provided the necessary documents to perfect Purchaser’s first priority security in such equity interests owned by Company and third priority security interest in all the assets of 1847 Xxxxxxxx. (f) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(g) The representations and warranties of the Company 1847 shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company 1847 shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company 1847 at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(h) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company 1847 including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(j) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on Closing Date; (ii) resolutions adopted by each of Company’s Board of Managers, 1847 Xxxxxxxx’x Board of Directors, and Holdco’s Board of Directors, at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Principal Market shall not have been suspended by Closing Date and again as of the SEC or the Principal MarketClosing Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) The Company and Escrow Agent shall have executed the Escrow Agreement and delivered the same to the Purchaser. (d) NVOS shall have delivered to the Purchaser the Warrant. (e) NOVOS shall have delivered to the Escrow Agent the Collateral Shares. (f) Company shall have delivered executed subscription documents, or such other instruments as contemplated by this Agreement. (g) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its security interest in the shares and other securities and assets owned by Company, contemporaneously with the date of this Agreement. (h) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC. (i) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(j) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(k) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(l) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company NVOS or the failure of the Company NVOS to be timely in its 1934 Exchange Act reporting obligations. g(m) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of NVOS and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC each Company Group Party’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for each Company Group Party dated within ten (10) days of the Principal MarketClosing Date and again as of the Closing Date.

Conditions to The Purchaser’s Obligation to Purchase. 7.1 The obligation of the Purchaser hereunder to purchase the Note at Common Shares to be purchased by it on the date of the Closing is subject to the satisfactionsatisfaction AS OF EACH DATE OF CLOSING, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a(i) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser. b(ii) The Company shall have delivered to the Purchaser duly issued Common Shares being so purchased at the duly executed Note (Closing, in such number and denominations as the Purchaser shall request) in accordance with Section 1 aboveare reasonably requested by Purchaser. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). diii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date. The Purchaser shall have received a certificate certificate, executed by the Chief Executive Officer or certificates reasonably requested Chief Financial Officer of the Company, dated as of the applicable Closing Date to the foregoing effect. (iv) The Escrow Agreement shall have been validly executed and delivered by the Company and the Escrow Agent. (v) Purchaser shall have received, from each person or entity listed on Schedule 7.1(v), a letter stating that such person or entity, as the case may be, will vote their shares so that Shareholder Approval is received, and the Company may issue a number of Common Shares to the Purchaser that exceeds the Maximum Number of Shares. (vi) The Infinity Agreement attached hereto as Exhibit B shall have been validly executed and delivered by the Company and the Infinity Funds. 7.2 The obligation of the Purchaser hereunder to purchase the Common Shares to be purchased by it on the Second Closing Date and the Third Closing Date is subject to the satisfaction AS OF EACH SUCH CLOSING DATE, of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser including, but not limited at any time in the Purchaser's sole discretion: (i) The conditions set forth in Section 7.1 above shall continue to certificates be satisfied. (ii) The Company shall have delivered to the Purchaser a notice that Shareholder Approval had occurred with respect to the Company’s Formation Documentsissuance of a number of Common Shares to the Purchaser in excess of the Maximum Number of Shares. (iii) The Company shall have delivered to the Purchaser notice that the Registration Statement had been declared effective by the SEC. 7.3 The obligation of the Purchaser hereunder to purchase the Common Shares to be purchased by it on the Third Closing Date is subject to the satisfaction of each of the following conditions, By-lawsprovided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in the Purchaser's sole discretion: (i) The conditions set forth in Sections 7.1 and 7.2 above shall continue to be satisfied. (ii) The Purchaser, in its sole discretion, shall be satisfied that the Company has met or exceeded the financial targets expected by the Purchaser, and Board of Directors’ resolutions relating has delivered a letter to the transactions contemplated herebyCompany setting forth its satisfaction with the Company's performance under this Section 7.3(ii). e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or SPA – PRLX, T1, 2019-02-27 before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Common Stock Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the such Purchaser’s sole benefit and may be waived by the such Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Voting Agreement and the Purchase Agreement and delivered the same to the PurchaserCompany. (b) The Company’s transfer agent shall confirm that it has received instructions from the Company to issue a stock certificate to the Purchaser for the applicable number of shares specified in Section 1. (c) The representations and warranties made by the Company, qualified as to materiality and by any disclosure schedules, shall be true and correct at all times prior to and on the Closing, 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. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing. (d) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructionsobtained any and all consents, in form permits, approvals, registrations and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties waivers necessary or appropriate for consummation of the Company shall be true purchase and correct in all material respects as sale of the date when made Securities and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the other transactions contemplated by this Agreementthe Transaction Documents, all of which shall be in full force and effect. f(e) No event shall have occurred which could would reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsCompany. g(f) The Conversion Shares 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 authorized for quotation on issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Principal Market and trading consummation of the Common Stock on transactions contemplated hereby or in the Principal Market other Transaction Documents. (g) No stop order or suspension of trading shall not have been suspended imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Principal MarketCommon Stock. (h) The Company represents that the test result (a copy of which is attached as Schedule 1 to this Agreement) provided by Pasco County Environment Laboratory regarding the Company’s pilot run site located in the State of Florida, USA for the Dais NanoClear TM V2 Unit is true and accurate.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the The Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the PurchaserAgreement. (b) The Company shall have delivered to executed the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 aboveRegistration Rights Agreement. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. . (d) The Purchaser shall have received a certificate or certificates the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably requested by satisfactory to the Purchaser including, but not limited to certificates with respect to and in substantially the Company’s Formation Documents, By-laws, and Board form of Directors’ resolutions relating to the transactions contemplated herebyExhibit A attached hereto. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any acquired one hundred percent (100%) of the transactions contemplated by this Agreement. f) No event issued and outstanding capital stock of Power Photo Kiosks, Inc., a Canadian corporation ("PPK"), such that PPK shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status wholly-owned subsidiary of the Company or (the failure of "Acquisition") prior to closing and all documents in connection with the Company Acquisition shall be satisfactory to be timely the Purchaser, in its 1934 Act reporting obligationssole discretion. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at the Closing Preferred Stock and Warrants on each Investment Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (c) The Company shall have delivered to the such Purchaser the duly executed Note (certificates representing the Preferred Stock and Warrants for the number of shares of Preferred Stock and Warrants being purchased by such Purchaser on each respective Investment Date, registered in such denominations as the Purchaser shall request) in accordance with Section 1 abovePurchaser’s name. c(d) The Irrevocable Transfer Agent Instructions, Common Stock shall be authorized for quotation and listed on the OTCQB and trading in form and substance satisfactory to the Purchaser, Common Stock (or on the OTCQB generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or the OTCQB. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing each Investment Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at on or prior to the Closing such Investment Date. The In connection with the issuance of the Securities on each Investment Date, such Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of such Investment Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebysuch Purchaser. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(g) No event Such Purchaser shall have occurred which could reasonably be expected to received an opinion of the Company’s counsel, dated as of the Initial Investment Date, in substantially the form attached hereto as Exhibit D. (h) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (i) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of each Investment Date, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Initial Investment Date, and such other documents they reasonably request in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on connection with the Principal Market and trading issuance of the Common Stock Securities on the Principal Market shall not have been suspended by the SEC or the Principal Marketany Investment Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the PurchaserAgreement. (b) The Company shall have delivered to executed the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 aboveRegistration Rights Agreement. (c) The Irrevocable Transfer Agent Instructions, in form Acquisition Agreement and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy Letter of which written acknowledgment Intent shall be provided to Purchaser prior to Closing)in full force and effect. (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the The Purchaser including, but not limited to certificates with respect without limitation an update as of the Closing Date regarding the representation contained in Section 3.3 above. (e) The Agent shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto. (f) The Board of Directors of the Company shall have authorized and adopted the resolutions in substantially the form attached to the Secretary Certificate delivered herewith. (g) The Agent shall have received a certificate of the Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Certificate of Incorporation as then in effect, together with the Certificate of Designation for the Company’s Formation Documents's Class B Convertible Preferred Stock, By-lawscertified or bearing evidence of filing by the Secretary of State of the State of Delaware, and (ii) a certificate of the Delaware Secretary of State, dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company, and listing all documents of the Company on file with the Secretary of State; (iii) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (iv) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors’ Directors of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Shares, and that all such resolutions relating to are in full force and effect and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated hereby. ethereby; (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have that the Certificate of Incorporation has not been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over amended since the matters contemplated hereby which prohibits the consummation of any date of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected last amendment referred to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status certificate delivered pursuant to clause (i) above; and (vi) to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or the failure instrument furnished pursuant hereto and thereto, and a certification by another officer of the Company as to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market incumbency and trading signature of the Common Stock on officer signing the Principal Market shall not have been suspended by the SEC or the Principal Marketcertificate.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Common Stock Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the such Purchaser’s sole benefit and may be waived by the such Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement, the Voting Agreement and the Purchase Agreement and delivered the same to the PurchaserCompany. (b) The Company’s transfer agent shall confirm that it has received instructions from the Company to issue a stock certificate to the Purchaser for the applicable number of shares specified in Section 1. (c) The representations and warranties made by the Company, qualified as to materiality and by any disclosure schedules, shall be true and correct at all times prior to and on the Closing, 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. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing. (d) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructionsobtained any and all consents, in form permits, approvals, registrations and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties waivers necessary or appropriate for consummation of the Company shall be true purchase and correct in all material respects as sale of the date when made Shares and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the other transactions contemplated by this Agreementthe Transaction Documents, all of which shall be in full force and effect. f(e) No event shall have occurred which could would reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsCompany. g(f) The Conversion Shares 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 authorized for quotation on issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Principal Market and trading consummation of the Common Stock on transactions contemplated hereby or in the Principal Market other Transaction Documents. (g) No stop order or suspension of trading shall not have been suspended imposed by the SEC or any other governmental or regulatory body with respect to public trading in the Principal MarketCommon Stock. (h) The Company shall provide to each Purchaser a certificate of the Secretary of the Company, dated the Closing Date, and certifying: (1) a copy of the certificate of incorporation, including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of New York; (2) a certificate as to the good standing of the Company as of a recent date, from such Secretary of State of New York; (3) a true and complete copy of the by-laws as in effect on the Closing Date; (4) a true and complete copy of resolutions or consents duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, and that such resolutions and consents have not been modified, rescinded or amended and are in full force and effect; and (5) an incumbency and specimen signature of each officer executing this Agreement on behalf of the Company.

Conditions to The Purchaser’s Obligation to Purchase. 7.1 The obligation of the Purchaser hereunder to purchase the Note at Preferred Shares and Warrants to be purchased by it on the date of the First Closing is subject to the satisfactionsatisfaction as of the date of the First Closing, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a(i) The Company shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Escrow Agreement and delivered the same to the Purchaser.Purchaser and Shoreline. 666427.1 19 b(ii) The Company shall have delivered to the Escrow Agent duly issued Preferred Shares being so purchased by each Purchaser at the duly executed Note (First Closing and certificates for the appropriate number of Warrants in such denominations as the Purchaser shall request) in accordance with Section 1 aboveare reasonably requested by Purchaser. c(iii) The Irrevocable Transfer Agent Instructions, Common Shares shall be listed on the Nasdaq National Market and trading in form and substance satisfactory to the Purchaser, Common Shares shall not have been delivered to and acknowledged in writing suspended or limited by the Company’s Transfer Agent (a copy of which written acknowledgment NASD, Nasdaq or the SEC or other regulatory authority, and no such proceeding seeking suspension shall be provided to Purchaser prior to Closing)pending. d(iv) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) , which representations and warranties shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateFirst Closing. The Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer or Chief Financial Officer of the Company, but not limited to certificates with respect dated as of the First Closing to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(vi) No event Purchaser shall have occurred which could reasonably received an opinion of (i) Pitney Xxxxxx, special New Jersey counsel to the Company, and (ii) Battle Xxxxxx, special securities counsel to the Company, dated as of the First Closing, in the forms attached hereto as Exhibits F-1 and F-2, respectively. (vii) The Transfer Agent Instructions set forth in Section 5.2 shall have been delivered to the Company's transfer agent. (viii) The Certificate of Amendment shall have been filed with the Secretary of State of New Jersey. (ix) The Common Shares required to be expected authorized and reserved pursuant to Section (d)H(8) of the Certificate of Amendment shall have a Material Adverse Effect been duly authorized and reserved by the Company. 7.2 The obligation of the Purchaser hereunder to purchase the Preferred Shares to be purchased by it on the Company including but not limited date of the Second Closing is subject to a change the satisfaction as of the date of the Second Closing, of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in the 1934 Act reporting status Purchaser's sole discretion: (i) The First Closing shall have occurred, and no more than 120 days shall have passed since the date of the First Closing. (ii) The Shareholder Approval shall have been duly obtained; and a copy of the minutes of the meeting of the stockholders of the Company, certified by the Secretary of the Company or the failure as being true and correct, reflecting such approval shall have been provided to each Purchaser. (iii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Second Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be timely in its 1934 Act reporting obligationsperformed, satisfied or complied with by the Company at or prior to the Second Closing. Purchaser shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Second Closing to the foregoing effect. g(iv) The Conversion Company shall have delivered to the Escrow Agent duly issued Preferred Shares being so purchased by each Purchaser at the Second Closing and certificates for the appropriate number of Warrants in such denominations as are reasonably requested by Purchaser. (v) The Common Shares shall have been authorized for quotation be listed on the Principal Nasdaq National Market and trading of in the Common Stock on the Principal Market Shares shall not have been then suspended or limited by the NASD, Nasdaq or the SEC or other regulatory authority, and no such proceeding seeking suspension shall be pending. (vi) Purchaser shall have received a bring-down opinion of (i) Pitney Xxxxxx, special New Jersey counsel to the Principal MarketCompany, and (ii) Battle Xxxxxx, special securities counsel to the Company, dated as of the Second Closing, addressing the matters referred to in the forms attached hereto as Exhibits F-1 and F-2, respectively . (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement following the Second Closing.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s Purchasers’ several and sole benefit and may be waived by the each Purchaser at any time in its such Purchaser’s sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and delivered the same tendered, or caused to be delivered, to the Purchaser. b) The Company shall have delivered Closing Agent to be held on behalf of the Purchaser (i) each of the duly executed Note Transaction Documents to which it is a party and (ii) the Shares being purchased by such Purchaser at the Closing pursuant to this Agreement, in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructionseach case, in form and substance reasonably satisfactory to the such Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d(b) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Company, as applicable, at or prior to the Closing Date. The Each Purchaser or its agent shall have received a certificate or certificates reasonably requested certificates, executed by an authorized officer of the Purchaser includingCompany (solely in his capacity as such, but and not limited to certificates with respect in his individual capacity), dated as of the Closing Date, to the Company’s Formation Documents, By-laws, foregoing effect. The statements of the Company and Board its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of Directors’ resolutions relating to the transactions contemplated herebyClosing Date. e(c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the transactions Shares in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated by this Agreementas of the Closing Date. (d) Each Purchaser or its agent shall have received an opinion of Xxxxxxx & Xxxxx, P.C., counsel to the Company, dated the Closing Date, in the form attached hereto as Exhibit A, satisfactory to such Purchaser or its agent. (e) The Company shall have delivered to each Purchaser a Secretary’s certificate certifying to (i) the formation and good standing of the Company in its jurisdiction of organization; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company’s Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions. (f) No event Material Adverse Change shall have occurred which could reasonably be expected to have a Material Adverse Effect on in the Company including but not limited to a change Company’s consolidated business or financial condition since the date of the Company’s most recent financial statements contained in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsReports. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at Preferred Stock on the Closing Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed such Purchaser’s Signature Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (c) The Company shall have delivered to the such Purchaser the (i) duly executed Note certificates (or, if the shares of Preferred Stock are not represented by certificates, duly executed statements related to book-entry accounts) representing the Preferred Stock for the number of shares of Preferred Stock being purchased by such Purchaser on the Closing Date, registered in such denominations as Purchaser’s name, and (ii) evidence of the Purchaser shall request) in accordance with Section 1 abovefiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware. c(d) The Irrevocable Transfer Agent Instructions, Common Stock shall be authorized for quotation and listed on the OTCQB and trading in form and substance satisfactory to the Purchaser, Common Stock (or on the OTCQB generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or the OTCQB. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at on or prior to the Closing Date. The In connection with the issuance of the Preferred Stock on the Closing Date, such Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer of the Company after reasonable investigation, but not limited to certificates with respect dated as of the Closing Date to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(g) No event Such Purchaser shall have occurred which could received an opinion of the Company’s counsel, Disclosure Law Group, a professional corporation, dated as of the Closing Date, addressed to such Purchaser in form and substance reasonably be expected satisfactory to Stroock & Stroock & Lxxxx LLP, as counsel to certain Purchasers. (h) Such Purchaser shall have a Material Adverse Effect on received an opinion of the Company’s intellectual property counsel, San Diego IP Law Group LLP (“Company including but not limited IP Counsel”), dated as of the Closing Date, addressed to a change such Purchaser in form and substance reasonably satisfactory to Stroock & Stroock & Lxxxx LLP, as counsel to certain Purchasers. (i) There shall have been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (j) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Closing Date, and such other documents they reasonably request in its 1934 Act reporting obligationsconnection with the issuance of the Preferred Stock on the Closing Date. g(k) The Conversion Shares Company shall have paid (or shall pay concurrently with the Closing) the reasonable fees and disbursements of Stroock & Stroock & Lxxxx LLP, as counsel to certain Purchasers. (l) The aggregate Purchase Price for all the Preferred Stock purchased by other Purchasers who are not affiliates of such Purchaser shall have been, or concurrently with the Closing will be, delivered to the Escrow Agent by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Exhibit D. (m) The Company and Northland Securities, Inc., with the written consent of the Required Purchasers (which consent may be via e-mail), shall have delivered a joint written notice to the Escrow Agent notifying the Escrow Agent that the conditions precedent to the Closing have been satisfied or waived and instructing the Escrow Agent to release and disburse the Escrow Funds to the Company. (n) The transactions contemplated by (i) that certain Exchange Agreement, dated September 10, 2018, by and between the Company and Cxxxxxx Xxxxxxx and (ii) that certain Exchange Agreement, dated September 10, 2018, by and between the Company and Nxxx Xxxxxxx shall have occurred, or concurrently with the Closing, will occur. (o) The Amendment No. 1 to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock in the form of Exhibit E attached hereto shall have been authorized for quotation on duly executed by the Principal Market Company and trading duly filed with the Secretary of State of Delaware, and the Common Stock on Purchasers shall have received evidence of such execution and filing, and no other amendments, supplements or other modifications to the Principal Market Company’s Certificate of Incorporation shall not have been suspended by the SEC or the Principal Marketmade since February 9, 2018.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Shares from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these such conditions are for the Purchaser’s Purchasers' sole benefit and may be waived in writing by the Purchaser Purchasers at any time in its the Purchasers' sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the PurchaserRegistration Rights Agreement. (b) The Company shall have delivered to the Purchaser the Purchasers duly executed Note certificates (each in such denominations as the each Purchaser shall reasonably request) representing the Shares being so purchased by the Purchasers at the Closing in accordance with Section 1 1(b) above. (c) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NNM and trading in form and substance satisfactory to the Purchaser, Common Stock (or NNM generally) shall not have been delivered to and acknowledged in writing by the Company’s Transfer Agent suspended. (a copy of d) Other than Section 3(h) (which written acknowledgment shall not be provided to Purchaser prior "brought down" to Closing). d) The , the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) , which representations and warranties shall be true and correct as of such date), except where such failure to be true and correct would not have a Material Adverse Effect, and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. The Purchaser Purchasers shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchasers. (e) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. (f) No event As of the Closing, the authorized size of the Board of Directors shall be seven (7) and Charles Finnie shall be appointed to serve as a member of the Board xx Xxxxxxxxs upon the consummation of the sale of the Shares hereunder. (g) The Purchasers shall have occurred which could reasonably be expected to have a Material Adverse Effect on received an opinion of Gibson, Dunn & Crutcher LLP, dated as of the Company including but not limited to a change Closing Date in substaxxxxxxy xxx forx xx Xxxibit B attached hereto. (h) The Secretary or the 1934 Act reporting status Assistant Secretary of the Company shall deliver to the Purchasers at the Closing a certificate stating that all Board of Directors and stockholder approvals necessary to authorize the performance by the Company of its obligations contemplated by this Agreement have been obtained and attaching thereto: (i) a copy of the Certificate of Incorporation (with any and all certificates of designation) and the Bylaws (as amended through the date of the Closing), certified by the Secretary or the failure Assistant Secretary of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on as the Principal Market true and trading correct copies thereof as of the Common Stock on Closing; (ii) a copy of the Principal Market shall not have been suspended resolutions of the Board of Directors and, if required, the stockholders of the Company, authorizing the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Shares and other matters contemplated hereby and (iii) a schedule of each of the material agreements filed by the SEC or Company since September 28, 2005 with the Principal MarketSEC.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before Shares on the Closing Date of and on each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretionsubsequent Installment Payment Date is conditioned upon: (a) The Company shall have executed execution and delivery of this Agreement and delivered the same other Transaction Agreements by the Company; (b) Delivery by the Company to the Purchaser. b) The Company shall have delivered to Escrow Agent of the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) Certificates in accordance with Section 1 above.this Agreement; (c) The Irrevocable Transfer Agent Instructions, accuracy in form and substance satisfactory to all material respects on each Installment Payment Date of the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; (d) On the Closing Date and on each subsequent Installment Payment Date, the Registration Rights Agreement shall be true in full force and correct effect and the Company shall not be in all material respects as default thereunder; (e) On the Closing Date, the Purchaser shall have received an opinion of counsel for the date when made and Company, dated as of the Closing Date as though made at (provided, however, that such time (except for representations counsel shall advise the Escrow Agent in writing after the Closing Date if the opinion issued on the Closing Date would not be issued on any subsequent Installment Payment Date), in form, scope and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior substance reasonably satisfactory to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser includingPurchaser, but not limited to certificates with respect substantially to the Company’s Formation Documentseffect set forth in Annex V attached hereto; (f) There shall not be in effect any law, By-laws, and Board of Directors’ resolutions relating to rule or regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; and (g) From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; and (iii) no minimum prices shall been established for securities traded on the Principal Trading Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase loan the Note Purchase Price to the Company at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) b. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) d. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization organisation having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal Market.OTC Markets Group. SPA - NGTF, Tl, 2017-03-16

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, and OTCQB, and trading of the Common Stock on the Principal Market OTCBB, and OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at the Closing Preferred Stock and Series C Warrants on each Investment Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) The Company shall have received fully-executed consents from the holders of at least 66.6% of the Company’s outstanding shares of Series B Preferred Convertible Stock, approving of an amendment of the Certificate of Designation, Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) in order to remove all anti-dilution provisions from the Series B Certificate of Designation (the “Amended Certificate of Designation”), and the Company shall have caused the Amended Certificate of Designation to be filed with the Nevada Secretary of State. (c) The Company shall have delivered to such Purchaser, prior to the Initial Investment Date, to the extent other security holders of the Company have the right to include any securities of the Company in any registration statement contemplated by the Registration Rights Agreement, duly executed waivers of all such rights. (d) (i) all actions required by the Board of Directors of the Company to effect the provisions of Section 4(b) of this Agreement with respect to the composition of the Board of Directors following the Initial Investment Date, including the appointment of the Purchaser Designee, shall have been taken; (ii) the duly executed Note Company shall have taken all necessary action for such Purchaser Designee to be fully covered by the Company’s directors’ and officers’ liability insurance in an amount no less than all other directors; and (in such denominations as iii) the Company shall have entered into an indemnification agreement with the Purchaser shall request) Designee in accordance with Section 1 aboveform approved by the Purchasers. c(e) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (f) The Irrevocable Transfer Agent Instructions, in form Certificate of Designation shall have been filed and substance satisfactory accepted for filing with the Secretary of State of the State of Nevada prior to the Purchaser, Initial Investment Date and a copy thereof certified by the Secretary of State of the State of Nevada shall have been delivered to such Purchaser, and acknowledged shall continue to be in writing full force and effect as of the applicable Investment Date. (g) The Company shall have delivered to such Purchaser duly executed certificates representing the Preferred Stock and Series C Warrants for the number of shares of Preferred Stock and Series C Warrants being purchased by such Purchaser on each respective Investment Date, registered in such Purchaser’s name. (h) The Common Stock shall be authorized for quotation and listed on the OTCQB and trading in the Common Stock (or on the OTCQB generally) shall not have been suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or the OTCQB. d(i) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing each Investment Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing each Investment Date. The In connection with the issuance of the Securities on each Investment Date, such Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of such Investment Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebysuch Purchaser. e(j) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(k) No event Such Purchaser shall have occurred which could reasonably be expected to received an opinion of the Company’s counsel, dated as of the Initial Investment Date, in substantially the form attached hereto as Exhibit E. (l) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (m) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of each Investment Date, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Initial Investment Date, and such other documents they reasonably request in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on connection with the Principal Market and trading issuance of the Common Stock Securities on the Principal Market shall not have been suspended by the SEC or the Principal Marketany Investment Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) and duly executed Warrant in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation obligations of the Purchaser hereunder to purchase the Note at the Closing is are subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) b. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) ), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) c. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) d. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its first priority security in the shares and other equity interests owned by Company, contemporaneously with the date of this Agreement. (f) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC search as well as the results of a current certified search of any Canadian liens. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. (a) The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: a(i) The Company shall have duly executed this Agreement (as applicable) and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser each of the duly executed Note (items set forth in such denominations as the Purchaser shall requestSection 1(b) in accordance with Section 1 aboveof this Agreement. c(ii) The Irrevocable Transfer Agent Instructions, in form Each and substance satisfactory to the Purchaser, shall have been delivered to every representation and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at such that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iii) The Purchaser Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have received a certificate or certificates reasonably requested been suspended, as of the Closing Date, by the Purchaser includingSEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, but not limited to certificates with respect to as of the Company’s Formation DocumentsClosing Date, By-laws, and Board of Directors’ resolutions relating to in writing by the transactions contemplated herebySEC or the Principal Market. e(iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (v) Since the date of execution of this Agreement. f) No , no event or series of events shall have occurred which could that reasonably be expected to would have or result in a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsEffect. g(vi) The Conversion Shares Company shall have been authorized for quotation on within five (5) Business Days of Closing utilize its best efforts to obtain approval of the Principal Market and trading of to list the Common Stock on Conversion Shares. (vii) The Company shall have delivered to the Principal Market shall not have been suspended Purchaser such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the SEC Purchaser or the Principal Marketits counsel may reasonably request.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Notes and Warrants from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these such conditions are for the each Purchaser’s 's sole benefit and may be waived by the each Purchaser at any time in its such Purchaser's sole discretion: (a) The Company shall have executed this Agreement Agreement, the Notes, the Warrants and the Registration Rights Agreement, and delivered executed original copies of the same to the each Purchaser. (b) The Company shall have delivered to the each Purchaser the duly executed Note Notes and Warrants (each in such denominations as the such Purchaser shall requestrequest but in no event less than $250,000 increments) in accordance with Section 1 1(b) above. (c) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NNM and trading in form and substance satisfactory to the Purchaser, Common Stock (or NNM generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or NNM. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser Purchasers shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer of the Company after reasonable investigation, but not limited to certificates with respect dated as of the Closing Date to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. (e) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. (f) No event The Purchasers shall have occurred which could received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably be expected satisfactory to the Purchasers and in substantially the form of Exhibit D attached hereto. (g) There shall have a Material Adverse Effect on been no material adverse changes and no material adverse developments in the business, properties, operations, financial condition or results of operations of the Company including but not limited to and its subsidiaries, taken as a change in whole, since the 1934 Act reporting status date hereof. (h) The Purchasers shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company or a committee thereof, which shall be in full force and effect at the failure time of the Closing, authorizing the execution, delivery and performance by the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on of this Agreement, the Principal Market Registration Rights Agreement, the Notes and trading the Warrants and the consummation by the Company of the Common Stock on the Principal Market shall not have been suspended transactions contemplated hereby and thereby, certified as such by the SEC Secretary or Assistant Secretary of the Principal MarketCompany.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.. 17 f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, and OTCQB, and trading of the Common Stock on the Principal Market OTCBB, and OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)transfer agent. d(c) The representations and warranties of the Company set forth in Section 2 shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing Debentures and Warrants hereunder is subject to the satisfaction, at or before the appropriate Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: aa. With respect to the First Closing: (i) The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Purchaser. b(ii) The Company shall have delivered to the Purchaser the duly executed Note Debentures and Warrants (in such denominations as the Purchaser shall request) in accordance with Section 1 1(b) above. c(iii) The Irrevocable Transfer Agent InstructionsCommon Stock shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. (iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. (v) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization 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. (vi) The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form form, scope and substance reasonably satisfactory to the Purchaser, Purchaser and in substantially the form of Exhibit D attached hereto. (vii) The Company shall have delivered evidence reasonably satisfactory to the Purchaser that the Company's transfer agent has agreed to act in accordance with irrevocable instructions in the form attached hereto as Exhibit E. (viii) No material adverse change or development in the business, operations, properties, prospects, financial condition, or results of operations of the Company shall have occurred since the date hereof. b. With respect to the Second Closing: (i) The Company shall have delivered duly executed Debentures and Warrants (each in such denominations as such Purchaser shall request) to such Purchaser in accordance with Section 1(b) above. (ii) The Common Stock shall be authorized for quotation on NASDAQ or the Nasdaq Small Cap Market and trading in the Common Stock (or Nasdaq markets generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or Nasdaq. d(iii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the chief executive officer of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchaser. e(iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(v) No event The Purchaser shall have occurred which could received an opinion of the Company's counsel, dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (vi) The Registration Statement required to be expected to have a Material Adverse Effect on filed by the Company including but not limited pursuant to a change in the 1934 Act reporting status Section 2(a) of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares Registration Rights Agreement shall have been authorized declared effective by the SEC no later than the one hundred and twentieth (120th) day after the First Closing Date and shall be effective and available for quotation on use by such Purchaser as of the Principal Market and trading Second Closing Date. (vii) No Event of Default (as defined in Article VIII of the Debentures) shall have occurred. (viii) The average of the Closing Bid Prices (as defined in the Debentures) of the Common Stock for the seven (7) consecutive trading days ending on the Principal Market trading day immediately prior to the Second Closing Date shall not have been suspended by be greater than the SEC or Floor Price (as defined in the Principal MarketDebentures).

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Share Units at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s Purchasers’ several and sole benefit and may be waived by the each Purchaser at any time in its such Purchaser’s sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered, or caused to be delivered, to each of the Purchasers (i) each of the Transaction Documents to which it is a party and (ii) the Share Units being purchased by such Purchaser at the Closing pursuant to this Agreement Agreement, in each case, in form and substance reasonably satisfactory to such Purchaser. Each Purchaser shall have executed each of the Transaction Documents to which it is a party, and all Purchasers and stockholders of the Company shall have entered into the Stockholders Agreement, and delivered the same to the PurchaserCompany. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Company, as applicable, at or prior to the Closing Date. The Each Purchaser or its agent shall have received a certificate or certificates reasonably requested certificates, executed by an authorized officer of the Purchaser includingCompany, but not limited to certificates with respect dated as of the Closing Date, to the Company’s Formation Documents, By-laws, foregoing effect. The statements of the Company and Board its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of Directors’ resolutions relating to the transactions contemplated herebyClosing Date. e(c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the transactions Share Units in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated as of the Closing Date. (d) The Company shall have delivered to each Purchaser a Secretary’s certificate certifying to (i) the incorporation and good standing of the Company in its jurisdiction of incorporation; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company’s Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions. (e) No Material Adverse Change shall have occurred in the Company’s consolidated business or financial condition since the date of the Company’s most recent financial statements contained in the Time of Sale Document and the Final Offering Circular. (f) The Purchasers of the Units deposit of at least $100,000,000 in the aggregate into the Escrow Account in connection with the offering and sale of the Units, which such amount shall be exclusive of and in addition to the consideration deposited into the Escrow Account in connection with the purchase of the Share Units pursuant to this Agreement. f(g) No event Each Purchaser or its agent shall have occurred which could reasonably be expected received an opinion of counsel to have a Material Adverse Effect on the Company including but not limited to a change Company, dated the Closing Date, in the 1934 Act reporting status of form and substance satisfactory to the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsPurchasers. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCQB, OTCBB and OTC Pink and trading of the Common Stock on the Principal Market OTCQB, OTCBB and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at on the Closing Date is subject conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Documents by the Company; b. Delivery by the Company to the satisfactionPurchaser of the Certificates in accordance with this Agreement or any other agreements between the parties; c. The execution and delivery of the Pledge Agreement by the Pledgor, at or before together with an opinion of Pledgor’s counsel (which may be incorporated in the opinion referred to in subparagraph (e) below); d. The execution and delivery of the Security Agreement, the Subsidiary Guarantee and UCC-1 Financing Statement on all of the Company’s assets; e. The execution and delivery of the Warrant; f. The reimbursement of the Transaction Fees and Management Fees (as set forth in the term sheet executed by the parties hereto). g. Delivery by the Company of a schedule detailing all assets of the Company, their value and their location. h. Delivery by the Company of historical financial statements of acquisitions. i. Delivery by the Company of consolidated pro forma and three-year projected financial statements (income statement, balance sheet and cash flow) inclusing acquisitions and total capital requirements. j. The loan contemplated by this Agreement shall be senior to all other debt of the Company. k. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to be performed on or before such date; l. On the Closing Date. The , the Purchaser shall have received a certificate or certificates an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably requested by satisfactory to the Purchaser includingPurchaser; m. The Purchaser’s determination, but not limited to certificates with respect its satisfaction, as to the Company’s Formation Documentsuse of the proceeds of the Note. n. The Company’s financial statements and public filings must be up-to-date. o. There shall not be in effect any law, By-laws, and Board of Directors’ resolutions relating to rule or regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; and p. From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) . The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). dc) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. ed) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court SPA – MAGE, T1, 2017-11-02 or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. fe) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. gf) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at the Closing Preferred Stock and Warrants on each Investment Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (c) The Company shall have delivered to the such Purchaser the duly executed Note (certificates representing the Preferred Stock and Warrants for the number of shares of Preferred Stock and Warrants being purchased by such Purchaser on each respective Investment Date, registered in such denominations as the Purchaser shall request) in accordance with Section 1 abovePurchaser’s name. c(d) The Irrevocable Transfer Agent Instructions, Common Stock shall be authorized for quotation and listed on the OTC Pink and trading in form and substance satisfactory to the Purchaser, Common Stock (or on the OTC Pink generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or the OTC Pink. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing each Investment Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at on or prior to the Closing such Investment Date. The In connection with the issuance of the Securities on each Investment Date, such Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of such Investment Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebysuch Purchaser. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(g) No event Such Purchaser shall have occurred which could reasonably be expected to received an opinion of the Company’s counsel, dated as of the Initial Investment Date, in substantially the form attached hereto as Exhibit D. (h) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (i) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of each Investment Date, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Initial Investment Date, and such other documents they reasonably request in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on connection with the Principal Market and trading issuance of the Common Stock Securities on the Principal Market shall not have been suspended by the SEC or the Principal Marketany Investment Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) and Warrant in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares and Warrant Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCQB and OTCBB and trading of the Common Stock on the Principal Market OTCQB and OTCBB shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchasers' obligation of the Purchaser hereunder to purchase the Note at Shares is conditioned upon satisfaction of the Closing is subject to the satisfaction, at following conditions precedent on or before the Closing Date (any or all of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and which may be waived by the Purchaser at any time Purchasers in its their sole discretion:): (a) The delivery by the Company to the Purchasers of the share certificates representing the Shares in accordance with this Agreement; (b) on the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement; (c) the representations and warranties of the Company contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct on the Closing Date as if given on and as of the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Closing Date the Company shall have executed this Agreement performed all covenants and delivered agreements of the same Company contained herein required to be performed by the Purchaser.Company on or before the Closing Date; b(d) The the Company shall have delivered to the Purchaser Purchasers its certificate, dated the Closing Date, duly executed Note by its Chief Executive Officer to the effect set forth in subparagraphs (in such denominations as the Purchaser shall requestb) in accordance with Section 1 above. and (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to of this Section 7; (e) the Purchaser, shall have been delivered to and acknowledged in writing receipt by the Company’s Transfer Agent (Purchasers of a copy certificate, dated the Closing Date, of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties the Secretary or Assistant Secretary of the Company shall be true certifying (i) the Certificate of Incorporation and correct in all material respects as Bylaws of the date when made and Company as in effect on the Closing Date, (ii) all resolutions of the Closing Date board of directors (and committees thereof) of the Company relating to this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby and (iii) such other matters as though made at such time are reasonably requested by the Purchasers; (except for representations and warranties that speak as of a specific datef) and the Company shall have performed, satisfied and complied in all material respects with executed the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to Registration Rights Agreement; (g) on the Closing Date. The Purchaser , the Purchasers shall have received a certificate or certificates reasonably requested by an opinion of Xxxxxxx, Procter & Xxxx LLP, counsel for the Purchaser includingCompany, but not limited to certificates with respect dated the Closing Date, addressed to the Company’s Formation DocumentsPurchasers, By-lawsin form, scope and Board of Directors’ resolutions relating substance reasonably satisfactory to the transactions contemplated hereby.Purchasers, substantially in the form of Annex B hereto; and e(h) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change Closing Date, (i) trading in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation securities on the Principal Market and trading of New York Stock Exchange, Inc., the Common American Stock on the Principal Market Exchange, Inc. or Nasdaq shall not have been suspended by or materially limited and (ii) a general moratorium on commercial banking activities in the SEC Commonwealth of Massachusetts or the Principal MarketState of New York shall not have been declared by either federal or state authorities.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement, and delivered the same to the Purchaser. (b) The Company shall have executed the Registration Rights Agreement and delivered the same to the Purchaser. b(c) The Company shall have delivered executed the Acquisition Agreement, or shall have undertaken to execute the Purchaser Acquisition Agreement immediately following the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 aboveClosing. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect without limitation an update as of the Closing Date regarding the representation contained in Section 3.3 above. (e) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto. (f) The Board of Directors of the Company shall have authorized and adopted the resolutions in substantially the form attached to the Secretary Certificate delivered herewith. (g) The Purchaser shall have received a certificate of the Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Certificate of Incorporation as then in effect, together with the Certificate of Designation for the Company’s Formation Documents's Class A Convertible Preferred Stock, By-lawscertified or bearing evidence of filing by the Secretary of State of the State of Delaware, and (ii) a certificate of the Delaware Secretary of State, dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company, and listing all documents of the Company on file with the Secretary of State; (iii) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (iv) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors’ Directors of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Shares, and that all such resolutions relating to are in full force and effect and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated hereby. ethereby; (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have that the Certificate of Incorporation has not been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over amended since the matters contemplated hereby which prohibits the consummation of any date of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected last amendment referred to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status certificate delivered pursuant to clause (i) above; and (vi) to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or the failure instrument furnished pursuant hereto and thereto, and a certification by another officer of the Company as to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market incumbency and trading signature of the Common Stock on officer signing the Principal Market shall not have been suspended by the SEC or the Principal Marketcertificate.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Notes and Warrants from the Closing Company hereunder is subject to the satisfaction, at or before the First Closing Date and the Second Closing, as applicable, of each of the following conditions, provided that these such conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: (a) With respect to the First Closing: (i) The Company shall have executed this Agreement Agreement, the First Notes, the First Warrants and the First Registration Rights Agreement, and delivered executed original copies of the same to the Purchaser. b(ii) The Company shall have delivered to the Purchaser the duly executed Note First Notes and First Warrants (each in such denominations as the Purchaser shall request) in accordance with Section 1 1(b) above. c(iii) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NASDAQ and trading in form and substance satisfactory to the Purchaser, Common Stock (or NASDAQ generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or NASDAQ. d(iv) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchaser. e(v) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(vi) No event The Purchaser shall have occurred which could received an opinion of the Company's counsel, dated as of the First Closing Date, in form, scope and substance reasonably be expected satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (vii) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company or and its subsidiaries, since the failure date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. (viii) The Purchaser shall have received a certificate, dated as of the First Closing Date, executed by the Secretary of the Company, certifying as to: (A) the Company's articles of incorporation, (B) by-laws or other governing documents, (C) resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the First Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreements, the Notes and the Warrants and the consummation by the Company of the transactions contemplated hereby and thereby, and (D) incumbency and signatures of the persons who have executed this Agreement, the First Registration Rights Agreement, the First Notes and the First Warrants and any other documents, certificates and agreements to be timely in its 1934 Act reporting obligationsexecuted and delivered at the First Closing by the Company pursuant to this Agreement. g(b) With respect to the Second Closing: (i) The Conversion Shares Company shall have been authorized for quotation executed a Registration Rights Agreement, in the form attached hereto a Exhibit C-2 (the "Second Registration Rights Agreement") and delivered an executed original copy of the same to the Purchaser. (ii) The Company shall have delivered to the Purchaser duly executed Second Notes and Second Warrants (each in such denominations as the Purchaser shall request) in accordance with Section 1(b) above. (iii) The Common Stock shall be listed on the Principal Market NASDAQ and trading of in the Common Stock on the Principal Market (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. (iv) The representations and warranties of the Principal MarketCompany shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. The Purchaser shall have received a certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser. (v) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vi) The Purchaser shall have received an opinion of the Company's counsel, dated as of the Second Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit D attached hereto. (vii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, since the date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company. (viii) The Purchaser shall have received a certificate, dated as of the Second Closing Date, executed by the Secretary of the Company, certifying as to: (A) the Company's articles of incorporation, (B) by-laws or other governing documents, (C) resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Second Closing, authorizing the execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreements, the Notes and the Warrants and the consummation by the Company of the transactions contemplated hereby and thereby, and (D) incumbency and signatures of the persons who have executed the Second Registration Rights Agreement, the Second Notes and the Second Warrants and any other documents, certificates and agreements to be executed and delivered at the Second Closing by the Company pursuant to this Agreement. (ix) The Registration Statement required to be filed by the Company pursuant to Section 2(a) of the First Registration Rights Agreement shall have been declared effective by the SEC no later than the 120th day after the First Closing Date and shall be effective and available for use by such Purchaser as of the Second Closing Date. (x) The average of the Closing Bid Prices (as defined in the Notes) of the Common Stock for the 20 trading days ending on the trading day immediately prior to the Second Closing Date shall be greater than or equal to $1.75. (xi) The Company shall not be in default of any of its obligations under this Agreement, the First Registration Rights Agreement, the First Notes, the First Warrants or any other agreement with the Purchaser.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and trading of the Common Stock on the Principal Market OTCBB, OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Units, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) Units in accordance with Section 1 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC search that is of a date within ten (10) days of the Closing Date. (f) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(g) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(h) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(j) Company shall have delivered to the Purchaser (i) a certificate evidencing the formation and good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date; (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby. (k) The Conversion Shares Company shall have been authorized for quotation on the Principal Market and trading an agreement in place to purchase all of the Common Stock on interests, or substantially all of the Principal Market interests, in Nova and shall not have been suspended by cause Nova to execute a security agreement, similar in form to that attached hereto as Exhibit C granting a security interest in Xxxx’s assets to the SEC or the Principal MarketPurchaser.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at the Closing Shares is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed the Execution Page to this Agreement to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (c) The Company shall have delivered to the such Purchaser the duly executed Note (certificates representing the Shares, registered in such denominations as the Purchaser’s name, or to cause Shares purchased by each Purchaser shall request) to be issued in accordance book-entry form with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent transfer agent. (a copy of which written acknowledgment d) The Common Stock shall be provided to Purchaser prior to Closing)authorized for quotation and listed on the OTC:PINK and trading in the Common Stock (or on the OTC:PINK generally) shall not have been suspended by the SEC or the OTC:PINK. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to Closing. In connection with the Closing Date. The issuance of the Shares upon the Closing, such Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebysuch Purchaser. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(g) No event There shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (h) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Closing, and such other documents they reasonably request in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on connection with the Principal Market and trading issuance of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal MarketShares upon Closing.

Conditions to The Purchaser’s Obligation to Purchase. 12.1 The obligation of the Purchaser Investor hereunder to purchase the Note at and Warrants from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these such conditions are for the Purchaser’s Investor's sole benefit and may be waived by the Purchaser Investor at any time in its the Investor's sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the Investor a duly executed Note and Warrants (each in such denominations as the Purchaser Investor shall request) in accordance with Section 1 above.of this Agreement; c(b) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby.; and e(c) No litigation, no statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, and OTCQB, and trading of the Common Stock on the Principal Market OTCBB, and OTCQB shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note and Warrant (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares and Warrant Shares shall have been authorized for quotation on the Principal Market OTCQB and OTCBB and trading of in the Common Stock on the Principal Market OTCQB and OTCBB shall not have been suspended by the SEC or the Principal MarketOTCQB or OTCBB.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Units, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) Units in accordance with Section 1 above. (c) The Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (d) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)transfer agent. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(h) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or the Principal Marketby unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at from the Closing Company and to otherwise consummate the transactions contemplated hereby is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these such conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: (a) The Company shall have executed this Agreement and delivered executed original copies of the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the a duly executed Note (registered in such denominations as the Purchaser shall request) in accordance with Section 1 abovePurchaser's name. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(d) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(e) No event There shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company or and its subsidiaries, taken as a whole, since the failure date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Company Purchaser that is materially adverse to be timely in its 1934 Act reporting obligationsthe Company. g(f) The Conversion Shares Purchaser shall have been authorized for quotation on received a copy of resolutions, duly adopted by the Principal Market and trading Board of Directors of the Common Stock on Company, which shall be in full force and effect at the Principal Market shall not have been suspended time of the applicable Closing, authorizing the consummation by the SEC Company of the transactions contemplated hereby and by the other Transaction Documents, certified as such by the Secretary or Assistant Secretary of the Principal MarketCompany.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchasers’ obligation of the Purchaser hereunder to purchase the Note at Notes and issue the Securities to the Purchasers in connection with the Transaction Agreements on the Closing Date is subject conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Company and by Messrs. Xxxxxx and Toms as to Section 4(g) hereof; b. Delivery by the Company to the satisfactionPurchasers of the Notes, at the 500,000 Shares and Warrants in accordance with this Agreement or before any other agreements between the parties; c. All matters relating to this Agreement and the other Transaction Agreements have been approved by the Board of Directors of the Company (and shareholders of the Company to the extent required by law) of the Company. d. The execution and delivery of the Security Agreement, and the filing within five (5) business days after the closing date of a UCC-1 Financing Statement on all of the Company’s assets; e. The Notes contemplated by this Agreement shall be senior to all other debt of the Company other than obligations under the Senior Credit Agreement; f. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to be performed on or before such date; g. There shall not be in effect any law, rule or regulation prohibiting or restricting the Closing Date. transactions contemplated hereby, or in the other Transaction Agreements, or requiring any consent or approval which shall not have been obtained; and h. The Purchaser shall have received a certificate or certificates reasonably delivery of such other documents as requested by the Purchaser Purchasers and/or its legal counsel including, but not limited to certificates with respect to, 10b-5 letters from Messrs. Toms and Xxxxxx (qualified to the best of each such person’s knowledge as to information about the Company’s Formation Documents, By-laws, ) and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status 10b-5 letters from all other officers and/or directors of the Company or the failure as to such officers and directors ownership of securities in the Company to be timely in its 1934 Act reporting obligationsand their lack of certain bankruptcy events, SEC, CFTC and other civil and criminal violations, a legal opinion from Company counsel (which shall include a 10b-5 opinion) and Certificates of Good Standing of each of DS-Del and the Subsidiaries. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretionby providing the Company with prior written notice thereof: (a) The the Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in Settlement Agreement, and such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment agreement shall be provided to Purchaser prior to Closing).in full force and effect consistent with its terms; d(b) The the representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date Date, as though made at on and as of such time (date, except for such representations and warranties that speak as of a specific date) and ; the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser ; and the Company shall have received a certificate or certificates reasonably requested by delivered to the Purchaser includinga certificate, but not limited dated as of the Closing Date of an executive officer of the Company to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby.such effect; e(c) No litigation, no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementhereunder. f(d) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall suspension by the Principal MarketSEC or Nasdaq have been threatened, as of the Closing Date, either (A) in writing by the SEC or Nasdaq or (B) by falling below the minimum listing maintenance requirements of Nasdaq. (e) Nasdaq shall have approved the listing of additional shares application for the Shares and the Company shall have delivered to Nasdaq a duly completed and executed Notification Form: Change in the Number of Shares Outstanding. (f) the Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect. (g) the Company shall deliver to the Purchaser on the Closing Date each of the following: (i) a copy of the Irrevocable Transfer Agent Instructions, in the form previously provided to the Purchaser, that have been delivered to and acknowledged in writing by the Company’s transfer agent. (ii) a certificate evidencing the good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date. (iii) a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the Company’s jurisdiction of formation within ten (10) days of the Closing Date. (iv) a certificate, in the form previously provided to the Company, executed by an officer of the Company and dated as of the Closing Date, certifying (i) the resolutions authorizing the execution, delivery and performance of the transaction contemplated under this Agreement as adopted by the Company’s board of directors in a form reasonably acceptable to the Purchaser, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Preferred Shares and Warrants to be purchased by it on the date of the First Closing is subject to the satisfactionsatisfaction as of the date of the First Closing, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a(i) The Company shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Escrow Agreement and delivered the same to the PurchaserPurchaser and Shoreline. b(ii) The Company shall have delivered to the Escrow Agent duly issued Preferred Shares being so purchased by Purchaser and certificates for the duly executed Note (Warrants being issued to the Purchaser at the First Closing in such number and denominations as the Purchaser shall request) in accordance with Section 1 aboveare reasonably requested by Purchaser. c(iii) The Irrevocable Transfer Agent Instructions, Common Shares shall be listed on Nasdaq Small Cap Market and trading in form and substance satisfactory to the Purchaser, Common Shares shall not have been delivered to suspended or limited by Nasdaq or the SEC or other regulatory authority, and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment no such proceeding seeking suspension shall be provided to Purchaser prior to Closing)pending. d(iv) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateFirst Closing. The Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer or Chief Financial Officer of the Company, but not limited to certificates with respect dated as of the First Closing to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(vi) No event Purchaser shall have occurred which could reasonably be expected to received the officer's certificate described in Section 3.3. (vii) Purchaser shall have a Material Adverse Effect on received an opinion of Xxxx Xxxxxxx, Esq., dated as of the Company including but not limited to a change First Closing, in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.form attached hereto as Exhibit E g(viii) The Conversion Shares Company shall have delivered to the transfer agent irrevocable instructions in the form attached hereto as Exhibit E. (ix) The Certificate of Designation shall have been authorized accepted for quotation on filing with the Principal Market and trading Secretary of State of the Common Stock on State of New York and a copy thereof certified by the Principal Market Secretary of State of New York shall not have been suspended by the SEC or the Principal Marketdelivered to Purchaser.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at Debentures on the Closing Date is subject conditioned upon: 11.1 Acceptance by the Company of this Agreement for the sale of the Debentures as indicated by execution of this Agreement; 11.2 Delivery by the Company to the satisfaction, at Escrow Agent of the appropriate Debentures in accordance with this Agreement; 11.3 The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of each all covenants and agreements of the following conditionsCompany required to be performed on or before the Closing Date; and 11.4 On the Closing Date, provided that these conditions are the Purchaser having received an opinion of counsel for the Purchaser’s sole benefit and may be waived by Company, dated the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent InstructionsClosing Date, in form form, scope and substance reasonably satisfactory to the Purchaser, shall have been delivered to the effect set forth in ANNEX III attached hereto, the Registration Rights Agreement annexed hereto as ANNEX IV and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Warrants. d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) 11.5 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been be enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of or adversely affects any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company Agreement or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares Transaction Documents, and no proceeding or investigation shall have been authorized for quotation on commenced or threatened which may have the Principal Market effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents. 11.6 From and after the date hereof to and including the initial Closing Date, the trading of the Common Stock on the Principal Market Securities shall not have been suspended by the SEC SEC, or the Principal MarketNASD and trading in securities generally on the New York Stock Exchange or NASDAQ OTC Bulletin Board shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ OTC Bulletin Board, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Purchaser makes it impracticable or inadvisable to purchase the Debentures, as the case may be.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the PurchaserAgreement. (b) The Company shall have delivered to executed the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 aboveRegistration Rights Agreement. (c) The Irrevocable Transfer Agent Instructions, in form Acquisition Agreement and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy Letter of which written acknowledgment Intent shall be provided to Purchaser prior to Closing).in full force and effect.. (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the The Purchaser including, but not limited to certificates with respect without limitation an update as of the Closing Date regarding the representation contained in Section 3.3 above. (e) The Agent shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto. (f) The Board of Directors of the Company shall have authorized and adopted the resolutions in substantially the form attached to the Secretary Certificate delivered herewith. (g) The Agent shall have received a certificate of the Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Certificate of Incorporation as then in effect, together with the Certificate of Designation for the Company’s Formation Documents's Class B Convertible Preferred Stock, By-lawscertified or bearing evidence of filing by the Secretary of State of the State of Delaware, and (ii) a certificate of the Delaware Secretary of State, dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company, and listing all documents of the Company on file with the Secretary of State; (iii) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (iv) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors’ Directors of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Shares, and that all such resolutions relating to are in full force and effect and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated hereby. ethereby; (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have that the Certificate of Incorporation has not been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over amended since the matters contemplated hereby which prohibits the consummation of any date of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected last amendment referred to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status certificate delivered pursuant to clause (i) above; and (vi) to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or the failure instrument furnished pursuant hereto and thereto, and a certification by another officer of the Company as to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market incumbency and trading signature of the Common Stock on officer signing the Principal Market shall not have been suspended by the SEC or the Principal Marketcertificate.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser’s obligation of the Purchaser hereunder to purchase the Note at and its acceptance of any shares of the Closing Company’s Common Stock that may be issued in connection with the Note is subject to conditioned upon: a. The execution and delivery of this Agreement, the satisfactionNote and the other Transaction Documents by the Company, at or before including the Transfer Agent Instruction; b. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to be performed on or before such date; c. The Company must be current with all required Exchange Act filings. d. There shall not be in effect any law, rule or regulation prohibiting or restricting the Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; e. From and after the date hereof to and including the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company; and f. The Company’s agreement, which shall be evidenced by the Company’s signature on this Agreement, that the Purchaser shall have the right (but not the obligation), subject to the Company’s consent, to purchase up to one additional convertible promissory note on terms identical to the terms of the Note.

Conditions to The Purchaser’s Obligation to Purchase. 7.1 The obligation of the Purchaser hereunder to purchase the Note Notes and the Warrants to be purchased by it at the each Closing is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a(i) The Company shall have executed this Agreement and delivered the same signature page to this Agreement, the PurchaserSecurity Agreement and the Registration Rights Agreement at the Initial Closing or related signed Borrowing Request for each Subsequent Closing. b(ii) The Company shall have delivered to the Purchaser's counsel duly issued Notes being so purchased by Purchaser the duly executed Note (in such denominations as and Warrants being issued to the Purchaser shall request) in accordance with Section 1 aboveat such Closing. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). diii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the such Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the such Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer or Chief Financial Officer of the Company, but not limited to certificates with respect dated as of the Initial Closing Date and each Subsequent Closing Date to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(v) No That certain Convertible Debt and Warrant Purchase Agreement dated December 19, 2002 between the Company and Purchaser shall be amended to provide that in the event that the Company consummates a subsequent financing transaction in which the warrant coverage provided to the lenders or investors in such transaction is more favorable than the terms thereof, irrespective of the exercise price per share underlying such warrants, then the Purchaser shall receive additional warrants as necessary to receive the same warrant coverage on the notes purchased thereunder as is provided in such other financing transaction at a per share exercise price equal to the lesser of (x) the exercise price per share underlying the warrants issued in the subsequent financing and (y) the then current exercise price on the outstanding warrants issued in connection with the Convertible Debt and Warrant Purchase Agreement. (vi) The outstanding Debentures issued pursuant to that certain Unsecured Debenture and Warrant Purchase Agreement dated August 28, 2003 which are currently held by Purchaser shall be amended (x) to provide that the conversion price of the Debentures and the exercise price underlying the warrants issued in connection with the Debentures will be subject to normal "full ratchet" anti-dilution protection in the event the Company consummates a subsequent financing in which the Company sells shares of Common Stock or securities convertible into or exchangeable for Common Stock at a per share price less than the then applicable conversion price or exercise price; (y) to provide that in the event the Company consummates a subsequent financing in which the warrant coverage provided therein (i.e. the number of warrant shares issuable upon exercise of the warrant) is more favorable than the warrant coverage provided in this transaction, irrespective of the exercise price of such warrants, Purchaser shall receive additional warrants to match such increased coverage as provided in the subsequent financing at an exercise price equal to the lesser of (i) the exercise price per share underlying the warrants issued in the subsequent financing or (ii) the then current exercise price on the outstanding warrants issued in connection with the Debentures; and (z) to remove the limitation set forth in Section 4(f) limiting Purchaser's ability to convert the Debenture if such a conversion would result in Purchaser beneficially owning greater than 4.95% of the Company. (vii) The Company shall have occurred which could reasonably be expected to have obtained the prior written consent of the holders of a Material Adverse Effect on majority of the outstanding principal amount of Debentures, excluding the principal amount of the Debentures held by the Purchaser. (viii) In the event Purchaser has purchased Notes with an aggregate principal amount at least of $7.0 million and such Notes remain outstanding, the Company shall not be permitted to submit a subsequent Borrowing Request unless (a) the Company has reserved, solely for the issuance and delivery upon the conversion of the Notes and exercise of the Warrants, such number of the Conversion Shares and Warrant Shares and other stock, securities and property, as from time to time shall be issuable upon the conversion of the Notes and upon exercise of the Warrants, including but not limited a sufficient number of Conversion Shares and Warrant Shares issuable in connection with the Notes and Warrants to be issued pursuant to such subsequent Borrowing Request, or (b) the Company has first amended its Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock and has reserved, solely for the issuance and delivery upon the conversion of the Notes and exercise of the Warrants, such number of the Conversion Shares and Warrant Shares and other stock, securities and property, as from time to time shall be issuable upon the conversion of the Notes and upon exercise of the Warrants, including a change sufficient number of Conversion Shares and Warrant Shares issuable in connection with the Notes and Warrants to be issued pursuant to such subsequent Borrowing Request. (ix) Upon the separate written request of Purchaser, Purchaser shall have received a legal opinion from the Company's outside legal counsel, dated as of the Initial Closing Date and each Subsequent Closing Date in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.form attached hereto as Exhibit F.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. 6.1 The obligation of the Purchaser hereunder to purchase the Note Preferred Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretiondiscretion by providing the Company and the Purchaser with prior written notice thereof: (a) The Company shall have executed this Agreement each of the Transaction Documents, and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents or the Certificate of Designation to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date to the foregoing effect and as to such other matters as the Purchaser may reasonably requested request. (c) The Company shall have executed and delivered to the Purchaser the Stock Certificates for the Preferred Shares and the Warrants being purchased by the Purchaser includingat the Closing. (d) The Board of Directors of the Company shall have adopted the Resolutions. (e) As of the Closing Date, but not limited to certificates with respect the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares and exercise of the Warrants, at least 30,000,000 shares of Common Stock. (f) The Company shall have delivered to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions Purchaser such other documents relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC Transaction Documents as the Purchaser or the Principal Marketits counsel may reasonably request.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s 's Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents's Certificate of Incorporation, By-laws, incumbency, and Board of Directors’ ' resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, and OTCQB, and trading of the Common Stock on the Principal Market OTCBB, and OTCQB, and shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at New Notes on the Closing Date is subject conditioned upon: a. The execution and delivery of this Agreement and any other Loan Agreements by the Company; b. Delivery by the Company of the Certificate in accordance with this Agreement; c. The delivery of a legal opinion of Company Counsel, in the form attached hereto as Annex V, addressed to the satisfactionPurchaser, at no later than July 5, 2006; d. The delivery, no later than July 5, 2006, of a certificate, signed by the Secretary of the Company, attaching (i) the charter and By-Laws of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Loan Agreements, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or before superseded, it being understood that the Purchasers may rely on such certificate as a representation and warranty of the Company made herein; e. The delivery of a certificate, no later than July 5, 2006, signed by the Chief Executive Officer of the Company, certifying that the conditions specified in this Section have been fulfilled as of the Closing, it being understood that such Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; and f. The delivery, no later than July 5, 2006, of a copy of a Press Release or Current Report on Form 8-K describing the Loan Agreements. g. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to the Closing Date. The Purchaser be performed on or before such date; h. There shall have received a certificate not be in effect any law, rule, or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; i. From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, or OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, or OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Notes and Warrants from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these such conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: (a) The Company shall have executed this Agreement Agreement, the Notes, the Warrants and the Registration Rights Agreement, and delivered executed original copies of the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note Notes and Warrants (each in such denominations as the Purchaser shall request) in accordance with Section 1 1(b) above. (c) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NASDAQ and trading in form and substance satisfactory to the Purchaser, Common Stock (or NASDAQ generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or NASDAQ. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchaser. (e) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. (f) No event The Purchaser shall have occurred which could received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably be expected satisfactory to the Purchaser and in substantially the form of EXHIBIT D attached hereto. (g) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company or and its subsidiaries, taken as a whole, since the failure date hereof, and no information, of which the Purchaser is not currently aware, shall come to the attention of the Company Purchaser that is materially adverse to be timely in its 1934 Act reporting obligationsthe Company. g(h) The Conversion Shares Purchaser shall have been authorized for quotation on received a copy of resolutions, duly adopted by the Principal Market and trading Board of Directors of the Common Stock on Company, which shall be in full force and effect at the Principal Market shall not have been suspended time of the Closing, authorizing the execution, delivery and performance by the SEC Company of this Agreement, the Registration Rights Agreement, the Notes and the Warrants and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or Assistant Secretary of the Principal MarketCompany.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Consolidated Note and the Preferred Shares. (in such denominations as c) With respect to purchase of Notes and Warrants, Company shall have delivered to the Purchaser shall request) in accordance with Section 1 abovethe respective Note and Warrants. c(d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its first priority security in the shares and other equity interests owned by Company, contemporaneously with the date of this Agreement. (f) The Company has provided the Purchaser with a current schedule of liabilities and the results of a current certified UCC. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the each Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the each Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(k) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Principal MarketClosing Date and again as of the Closing Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have duly executed this Agreement and delivered to the same to Purchaser each of the Private Placement Documents which the Company has entered into with the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained in Section 3 of this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects), as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of such specified date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the applicable Private Placement Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (c) The Purchaser Company shall have received a certificate delivered or certificates reasonably requested by cause to have delivered to the Purchaser includingthe number of the Preferred Shares indicated below the Purchaser’s name on the signature page to this Agreement, but not limited to certificates with respect to registered in the Company’s Formation Documents, By-laws, and Board name of Directors’ resolutions relating to the transactions contemplated herebyPurchaser. e(d) No litigationprovision of any applicable law or regulation and no judgment, statuteinjunction, rule, regulation, executive order, decree, ruling order or injunction decree of any Governmental Entity shall prohibit the Closing and no lawsuit or formal administrative proceeding shall have been enacted, entered, promulgated or endorsed commenced by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of Governmental Entity seeking to effect any of the transactions contemplated by this Agreementforegoing. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing Common Stock hereunder is subject to the fulfillment by the Company to the Purchaser's satisfaction, at or before on the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and any of which may be waived in whole or in part by the Purchaser at any time in its sole discretionwriting: (a) The Company Favorable opinions of Wyrixx Xxxbxxx Xxxex & Xontxx XXX, counsel to Company, substantially in the form attached hereto as Exhibit C, shall have executed be delivered to the Purcxxxxx. (x) Resolutions of the board of directors of Company, certified by the Secretary or Assistant Secretary of Company, as of the Closing Date, duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party, shall be delivered the same to the Purchaser. b(c) Governmental certificates, dated the most recent practicable date prior to the Closing Date, with telephonic updates where available, showing that Company is organized and in good standing in the State of Delaware, shall be delivered to the Purchaser. (d) A copy of the certificate of incorporation and all amendments thereto of Company, certified as of a recent date by the Secretary of State of the State of Delaware, and copies of Company's by-laws, certified by the Secretary or Assistant Secretary of Company as true and correct as of the Closing Date, shall be delivered to the Purchaser. (e) The Registration Rights Agreement shall be duly executed by the parties thereto. (f) The Company shall have issue and deliver the Warrant to the Purchaser. (g) Certificates of the Secretary or an Assistant Secretary of Company, dated the Closing Date, as to the incumbency and signatures of the officers of Company executing this Agreement, each other Transaction Document to which it is a party and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, shall be delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 abovePurchaser. c(h) The Irrevocable Transfer Agent InstructionsA Certificate of the President, in form and substance satisfactory to Senior Vice President or CEO of Company, dated the PurchaserClosing Date, shall have been delivered to and acknowledged in writing by stating that all of the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of Company contained herein or in the Company shall be other Transaction Documents are true and correct in all material respects as of the date when made on and as of the Closing Date as though made at such time and that no breach of any covenant contained in Article V has occurred or would result from the Closing hereunder shall be delivered to the Purchaser. (except for representations and warranties that speak as of a specific datei) and the The Company shall have performedmake a wire transfer of all reasonable fees and expenses of Mastech Corporation's outside counsel, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyBuchxxxx Xxxersoll Professional Corporation. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Common Shares, the Note and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: a(i) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser (A) this Agreement and each of the duly executed Note other Transaction Documents, (B) the Note, and (C) the Warrant (in such denominations amounts as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing being purchased by the Company’s Transfer Agent Purchaser at the Closing pursuant to this Agreement. SECURITIES PURCHASE AGREEMENT (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). dii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. . (iii) The Purchaser Company shall have received a certificate obtained all governmental, regulatory or certificates reasonably requested by third party consents and approvals, if any, necessary or appropriate for the Purchaser including, but not limited to certificates with respect to sale of the Company’s Formation Documents, By-lawsSecurities, and Board the same shall be effective as of Directors’ resolutions relating the Closing Date, except for post-closing securities filings or notifications required to the transactions contemplated herebybe made under federal, state or provincial securities laws. e(iv) No litigationjudgment, statutewrit, rule, regulation, executive order, decreeinjunction, ruling award or injunction 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 enactedissued, enteredand no action or proceeding shall have been instituted by any governmental authority, promulgated enjoining or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits preventing the consummation of any of the transactions contemplated hereby or by this Agreementthe other Transaction Documents. f(v) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status The results of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares Purchaser’s due diligence investigations shall have been authorized for quotation on satisfactory to the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal MarketPurchaser.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note and the Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note and Warrant (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares and Warrant Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at on the Closing Date is subject conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Company; b. Delivery by the Company to the satisfactionPurchaser of the Certificates in accordance with this Agreement or any other agreements between the parties; c. The execution and delivery of the Pledge Agreement and the Pledged Shares by the Pledgor, at or before the Pledged Shares shall be received no later than 5 business days following the Closing Date; d. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to the Closing Date. be performed on or before such date; e. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser includingPurchaser’s determination, but not limited to certificates with respect its satisfaction, as to the Company’s Formation Documentsuse of the proceeds of the Loan; f. The Company’s financial statements and public filings must be up-to-date. g. There shall not be in effect any law, By-laws, and Board of Directors’ resolutions relating to rule or regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; and h. From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Shares from the Closing Company hereunder is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these such conditions are for the Purchaser’s Purchasers' sole benefit and may be waived in writing by the Purchaser Purchasers at any time in its the Purchasers' sole discretion: a) : The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered executed original copies of the same to the Purchaser. b) Purchasers. The Company shall have delivered to the Purchaser the Purchasers duly executed Note certificates (each in such denominations as the each Purchaser shall reasonably request) representing the Shares being so purchased by the Purchasers at the Closing in accordance with Section 1 1(b) above. c. The Common Stock shall be listed on NASDAQ and trading in the Common Stock (or NASDAQ generally) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) SEC or NASDAQ. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser Purchasers shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) Purchasers. No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f) No event . The Purchasers shall have occurred which could received opinions of the Company's general counsel and of the Company's outside counsel, dated as of the Closing Date, in form, scope and substance reasonably be expected satisfactory to the Purchasers and in substantially the form of Exhibits B-1 and B-2 attached hereto. There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company or and its subsidiaries, taken as a whole, since the failure date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. The Secretary of the Company shall deliver to be timely in each Purchaser at the Closing a certificate stating that all Board of Directors and stockholder approvals necessary to authorize the performance by the Company of its 1934 Act reporting obligations. g) The Conversion Shares shall obligations contemplated by this Agreement have been authorized for quotation on the Principal Market obtained and trading attaching thereto: (i) a copy of the Common Stock on Certificate of Incorporation (with any and all certificates of designation) and the Principal Market shall not have been suspended Bylaws (as amended through the date of the Closing), certified by the SEC or Secretary of the Principal MarketCompany as the true and correct copies thereof as of the Closing; and (ii) a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company, authorizing the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Shares and other matters contemplated hereby. GOVERNING LAW; MISCELLANEOUS.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note and Warrant (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares and Warrant Shares shall have been authorized for quotation on the Principal Market OTCQB and OTCBB and trading of in the Common Stock on the Principal Market OTCQB and OTCBB shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged acknowl edged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenantsthecovenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Shares and the Closing Warrants from the Company hereunder is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these such conditions are for the Purchaser’s Purchasers' sole benefit and may be waived in writing by the Purchaser Purchasers at any time in its the Purchasers' sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered executed original copies of the same to the PurchaserPurchasers. (b) The Company shall have delivered to the Purchaser the Purchasers duly executed Note certificates and duly executed Warrant agreements (each in such denominations as the each Purchaser shall reasonably request) representing the Shares and the Warrants being so purchased by the Purchasers at the Closing in accordance with Section 1 1(b) above. (c) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NNM and trading in form and substance satisfactory to the Purchaser, Common Stock (or NNM generally) shall not have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)suspended. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. The Purchaser Purchasers shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchasers. (e) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. (f) No event The Purchasers shall have occurred which could reasonably be expected to received an opinion of Xxxx and Xxxx LLP, dated as of the Closing Date in substantially the form of EXHIBIT C attached hereto. (g) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, financial condition or results of operations of the Company or since the failure date hereof, and no information, of which the Purchasers are not currently aware, shall have come to the attention of the Purchasers that is materially adverse to the Company. (h) The Secretary of the Company shall deliver to be timely in the Purchasers at the Closing a certificate stating that all Board of Directors and stockholder approvals necessary to authorize the performance by the Company of its 1934 Act reporting obligations. g) The Conversion Shares shall obligations contemplated by this Agreement have been authorized for quotation on the Principal Market obtained and trading attaching thereto: (i) a copy of the Common Stock on Certificate of Incorporation (with any and all certificates of designation) and the Principal Market shall not have been suspended Bylaws (as amended through the date of the Closing), certified by the SEC or Secretary of the Principal MarketCompany as the true and correct copies thereof as of the Closing; and (ii) a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company, authorizing the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Securities and other matters contemplated hereby.

Conditions to The Purchaser’s Obligation to Purchase. 7.1 The obligation of the Purchaser hereunder to purchase the Note at Notes and the Warrants to be purchased by it on the date of each Closing is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a(i) The Company shall have executed and delivered the signature page to this Agreement and delivered the same to Registration Rights Agreement for the PurchaserInitial Closing or related signed Borrowing Request for each Subsequent Closing. b(ii) The Company shall have delivered to the Purchaser's counsel duly issued Notes being so purchased by Purchaser the duly executed Note (in such denominations as and Warrants being issued to the Purchaser shall request) in accordance with Section 1 aboveat the Closing. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). diii) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateInitial Closing. The Purchaser shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingChief Executive Officer or Chief Financial Officer of the Company, but not limited to certificates with respect dated as of the Initial Closing to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(v) No event Purchaser shall have occurred which could reasonably be expected to received the officer's certificate described in Section 3.3, dated as of the Initial Closing. (vi) The Purchaser shall have a Material Adverse Effect on received the Company including but not limited to a change legal opinion from the Company's counsel in the 1934 Act reporting status of form attached hereto as Exhibit D at the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsInitial Closing. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the The Purchaser hereunder to purchase the Note Shares at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the PurchaserAgreement. (b) The Company shall have delivered to executed the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 aboveRegistration Rights Agreement. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, Company shall have been delivered executed the Acquisition Agreement, or shall have undertaken to and acknowledged in writing by execute the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Acquisition Agreement immediately following the Closing). (d) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied satisfied, and complied in all material respects with the covenants, agreements agreements, and conditions required by this Agreement to be performed, satisfied satisfied, or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the The Purchaser including, but not limited to certificates with respect without limitation an update as of the Closing Date regarding the representation contained in Section 3.3 above. (e) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto. (f) The Board of Directors of the Company shall have authorized and adopted the resolutions in substantially the form attached to the Secretary Certificate delivered herewith. (g) The Purchaser shall have received a certificate of the Secretary of the Company dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the Certificate of Incorporation as then in effect, together with the Certificate of Designation for the Company’s Formation Documents's Class A Convertible Preferred Stock, By-lawscertified or bearing evidence of filing by the Secretary of State of the State of Delaware, and (ii) a certificate of the Delaware Secretary of State, dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all franchise taxes by the Company, and listing all documents of the Company on file with the Secretary of State; (iii) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (iv) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors’ Directors of the Company authorizing the execution, delivery, and performance of this Agreement and the issuance, sale, and delivery of the Shares, and that all such resolutions relating to are in full force and effect and are all the resolutions adopted in connection with the foregoing agreements and the transactions contemplated hereby. ethereby; (v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have that the Certificate of Incorporation has not been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over amended since the matters contemplated hereby which prohibits the consummation of any date of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected last amendment referred to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status certificate delivered pursuant to clause (i) above; and (vi) to the incumbency and specimen signature of each officer of the Company executing this Agreement and any certificate or the failure instrument furnished pursuant hereto and thereto, and a certification by another officer of the Company as to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market incumbency and trading signature of the Common Stock on officer signing the Principal Market shall not have been suspended by the SEC or the Principal Marketcertificate.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Series D Stock and the Closing Series D-1 Warrants from the Company hereunder is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these such conditions are for the Purchaser’s Purchasers' sole benefit and may be waived by the Purchaser Purchasers at any time in its such Purchaser's sole discretion: (a) The Company shall have executed this Agreement and the other Transaction Documents and delivered executed original copies of the same to the PurchaserPurchasers. (b) The Company shall have delivered to the Purchaser the Purchasers duly executed Note certificates representing such Series D Stock and Series D-1 Warrants (each in such denominations as the such Purchaser shall request) in accordance with Section 1 1(a) above. (c) The Irrevocable Transfer Agent Instructions, Common Stock shall continue to be traded on the Bulletin Board and trading in form and substance satisfactory to the Purchaser, Common Stock (or on the Bulletin Board generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or such Bulletin Board market. (d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser Purchasers shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchasers. (e) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. (f) No event The Purchasers shall have occurred received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchasers and in substantially the form of Exhibit F attached hereto. (g) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its Principal Subsidiaries, taken as a whole, since the date hereof, and no information, of which could the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (h) The Purchasers shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or Assistant Secretary of the Company, and such other documents they reasonably be expected request in connection with the Closing. (i) The Company shall have delivered to such Purchaser a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Closing Date. (j) The Company shall have obtained, in form and substance satisfactory to the Purchasers, agreements from the each holder of the Company's Series A3 Convertible Redeemable Preferred Stock and each holder of the Company's Series B3 Convertible Redeemable Preferred Stock to refrain from selling, transferring, or otherwise disposing of any shares of Common Stock for a period of one hundred and twenty (120) days from the date the registration statement contemplated by Section 2(a) of the Registration Rights Agreement is declared effective by the United States Securities and Exchange Commission. (k) The Company shall have obtained, in form and substance satisfactory to the Purchasers, a waiver from Bank Hapoalim (the "BANK") to the effect that the Bank waives any rights it otherwise would have upon the occurrence of an event of default under the Promissory Note executed by the Company in favor of the Bank, dated as of September 28, 2001, as a result of the Company's Common Stock having been delisted from the Nasdaq SmallCap Market. (l) The Company will obtain an executed letter agreement relating to the sale of Cicero intellectual property from Merrill, Lynch, Pierce, Fenner & Smith Incorporated, substantially the form of Exhibit G attaxxxx xxxxxx. (m) [Intentionally Omitted.] (n) As of the Closing Date, the Company shall have obtained from any and all third parties that (i) have rights to receive any dividend (in cash, in-kind or otherwise) and/or (ii) a right to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status security of the Company or redeemed, in each case in the failure event the Common Stock is not listed on the Nasdaq SmallCap Market, the Nasdaq National Market, the American Stock Exchange and the New York Stock Exchange, waivers of any such rights in form and substance satisfactory to the Purchasers. (o) As of the Closing Date, the Company shall have obtained a waiver, in form and substance satisfactory to the Purchasers, to the effect that all holders of the Company's Series A3 Convertible Redeemable Preferred Stock (the "SERIES A3 PREFERRED STOCK") and Series B3 Convertible Redeemable Preferred Stock (the "SERIES B3 PREFERRED STOCK") shall waive any and all rights they may otherwise have upon the Company exceeding the Issuance Cap (as that term is defined both in the Company's Certificate of Designation of Rights, Preferences and Limitations of Preferred Stock pertaining to the Series A3 Preferred Stock and the Company's Certificate of Designation of Rights, Preferences and Limitations of Preferred Stock pertaining to the Series B3 Preferred Stock) as a result of the transactions contemplated hereby and by the other Transaction Documents, and shall also expressly agree that the transactions contemplated hereby and by the other Transaction Documents do not and will not cause the Company to be timely in its 1934 Act reporting obligationsexceed such Issuance Cap. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. 9.1 The obligation of the Purchaser Purchasers hereunder to purchase the Note at Preferred Shares to be purchased by them on the date of the Closing is subject to the satisfactionsatisfaction as of the date of the Closing, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit of the Purchasers and may be waived by the Purchaser Purchasers at any time in its the Purchasers' sole discretion: a(i) The Company shall have completed the Merger and shall be organized and in good standing as a corporation under the laws of the State of New Jersey, with a Certificate of Incorporation and By-laws substantially in the form of Exhibit E annexed hereto; (ii) The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement and delivered the same to the Purchaser.Purchasers; b(iii) The Company shall have delivered to the Purchasers duly issued Preferred Shares being so purchased by each Purchaser at the duly executed Note Closing; (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). div) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time that time, and as though any reference to the date of this Agreement is a reference to the date of the Closing (except for representations and warranties that speak as of a specific calendar date) , which representations and warranties shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing DateClosing. The Purchaser Purchasers shall have received a certificate or certificates reasonably requested certificate, executed by the Purchaser includingPresident, but not limited to certificates with respect Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyforegoing effect. e(v) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(vi) No event Purchasers shall have occurred which could reasonably be expected received an opinion of Smith, Stratton, Wise, Heher & Brennan, counsel to have a Material Adverse Effect on xxx Comxxxx, xated as of the Company including but not limited to a change Closing, in the 1934 Act reporting status form attached hereto as Exhibit F. (vii) The Company's Amendment to its Certificate of Incorporation setting forth the terms of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Preferred Shares shall have been filed with the Secretary of State of New Jersey and shall have become effective. (viii) The Common Shares required to be authorized for quotation on and reserved pursuant to the Principal Market Company's Certificate of Incorporation shall have been duly authorized and trading reserved by the Company. (ix) The approval of the Common Stock on transactions contemplated by this Agreement and the Principal Market Registration Rights Agreement by the shareholders of the Company shall not have been suspended duly obtained, and a copy of the minutes of the meeting of the shareholders of the Company, certified by the SEC or Secretary of the Principal MarketCompany as being true and correct, reflecting such approval shall have been provided to each Purchaser. (x) The Co-Sale Agreement (in the form of Exhibit G annexed hereto) shall have been duly executed by the Company and Ira Baseman, respectively. (xi) No material adverse change in the Company's business prospects shall have occurred prior to Closing.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note Common Stock at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s Purchasers' several and sole benefit and may be waived by the each Purchaser at any time in its such Purchaser's sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed and delivered, or caused to be delivered, to each of the Purchasers (i) each of the Transaction Documents to which it is a party and (ii) the Common Stock being purchased by such Purchaser at the Closing pursuant to this Agreement Agreement, in each case, in form and substance reasonably satisfactory to such Purchaser. Each Purchaser shall have executed each of the Transaction Documents to which it is a party, and all Purchasers and stockholders of the Company shall have entered into the Stockholders Agreement, and delivered the same to the PurchaserCompany. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company Company, as applicable, at or prior to the Closing Date. The Each Purchaser or its agent shall have received a certificate or certificates reasonably requested certificates, executed by an authorized officer of the Purchaser includingCompany, but not limited to certificates with respect dated as of the Closing Date, to the Company’s Formation Documents, By-laws, foregoing effect. The statements of the Company and Board its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of Directors’ resolutions relating to the transactions contemplated herebyClosing Date. e(c) No litigationinjunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, enteredadopted or issued by any federal, promulgated state or endorsed by foreign governmental or in any court or governmental regulatory authority of competent jurisdiction that would, prior to or any self-regulatory organization having authority over as of the matters contemplated hereby which prohibits Closing Date, prevent or materially interfere with the consummation of the Transactions; and no stop order suspending the qualification or exemption from qualification of any of the transactions Common Stock in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Company after reasonable inquiry, be pending or contemplated as of the Closing Date. (d) The Company shall have delivered to each Purchaser a Secretary's certificate certifying to (i) the incorporation and good standing of the Company in its jurisdiction of incorporation; (ii) qualification by such entity as a foreign corporation and good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which the Company operates as of a date within 30 days of the Closing Date; and (iii) (a) the resolutions as adopted by the Company's Board of Directors authorizing the Transaction Documents and the Transactions, and (b) the accuracy of attached copies of the certificate of incorporation and bylaws, or other organizational documents, of the Company and such other matters as reasonably requested by the Purchasers and as are customary for similar transactions. (e) No Material Adverse Change shall have occurred in the Company's consolidated business or financial condition since the date of the Company's most recent financial statements. (f) The Purchasers of the Common Stock deposit of at least $5,000 into the Escrow Account in connection with the offering and sale of the Common Stock, which such amount shall be exclusive of and in addition to the consideration deposited into the Escrow Account in connection with the purchase of the Common Stock pursuant to this Agreement. f(g) No event Each Purchaser or its agent shall have occurred which could reasonably be expected received an opinion of counsel to have a Material Adverse Effect on the Company including but not limited to a change Company, dated the Closing Date, in the 1934 Act reporting status of form and substance satisfactory to the Company or the failure of the Company to be timely in its 1934 Act reporting obligationsPurchasers. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing hereunder is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s 's sole benefit and may be waived by the Purchaser at any time in its the Purchaser's sole discretion: a) a. The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same such pages to the Purchaser. b) b. The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the such Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing1(b). dc. The Common Stock shall be authorized for quotation on NASDAQ and trading in the Common Stock (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchaser. e) e. No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f) f. The Purchaser shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit C attached hereto. g. The Irrevocable Transfer Agent Instructions, in the form attached hereto as Exhibit D, shall have been delivered to and acknowledged in writing by the Company's transfer agent and a copy of such instructions and acknowledgment shall have been delivered to the Purchaser. h. No event material adverse change or development in the business, operations, properties, prospects, financial condition, or results of operations of the Company shall have occurred which could reasonably be expected since the date hereof. i. The Company shall have delivered to have a Material Adverse Effect on the Company including but not limited Purchaser the Voting Agreement(s) in form and substance satisfactory to a change in the 1934 Act reporting status Purchaser, duly executed by each of the Company or Stockholders, and the failure Waiver(s) in form and substance satisfactory to the Purchaser, duly executed by each of the Company to be timely in its 1934 Act reporting obligationsUnderwriters. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB and trading of the Common Stock on the Principal Market OTCBB, OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation of the Purchaser hereunder to purchase the Note at and the Issued Shares on the Closing Date is subject conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Agreements by the Company; b. Delivery by the Company to the satisfaction, at Purchaser of the Certificate in accordance with this Agreement or before any other agreements between the parties; c. The execution and delivery of the Pledge Agreements by the Pledgors; d. The execution and delivery of the Warrant; e. The reimbursement of the Transaction Fees. f. Delivery by the Company up-to-date audited financials. g. The accuracy in all material respects on the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). d) The representations and warranties of the Company shall be true and correct contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though made at on such time (except for representations and warranties that speak as of a specific date) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with performance by the Company at on or prior before such date of all covenants and agreements of the Company required to the Closing Date. be performed on or before such date; h. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documentsfinancial statements and public filings must be up-to-date. i. There shall not be in effect any law, By-laws, and Board of Directors’ resolutions relating to rule or regulation prohibiting or restricting the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction requiring any consent or approval which shall not have been enactedobtained; and j. From and after the date hereof to and including the Closing Date, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any each of the transactions contemplated by this Agreement. ffollowing conditions will remain in effect: (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any material adverse change in any financial market.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) request and in accordance with Section 1 1.2 above. (c) Company shall have delivered to the Purchaser the Warrant. (d) Company shall have delivered executed Subscription Documents, or such other instruments as contemplated by this Agreement. (e) Company shall have provided to Purchaser the necessary documents to enable Purchaser to perfect its first priority security in the shares and other equity interests owned by Company, contemporaneously with the date of this Agreement. (f) The Company has provided the Purchaser with a current schedule of liabilities. (g) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)Agent. d(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f(j) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Exchange Act reporting status of the Company or the failure of the Company to be timely in its 1934 Exchange Act reporting obligations. g(k) The Conversion Shares Company shall have been authorized for quotation on delivered to the Principal Market Purchaser (i) a certificate evidencing the formation and trading good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Common Stock on the Principal Market shall not have been suspended Closing Date; (ii) resolutions adopted by the SEC Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby; and (iii) lien searches for Company dated within ten (10) days of the Principal MarketClosing Date and again as of the Closing Date.

Conditions to The Purchaser’s Obligation to Purchase. (a) The obligation of the Purchaser hereunder to purchase the Note Convertible Debentures and the Warrants at the Closing each Closing, is subject to the satisfaction, at or before the Initial Closing Date and each Subsequent Closing Date, of each of the following conditions: (i) The Summit Project shall be proceeding in accordance with the Budget and Schedule, provided that these conditions are for the Purchaser’s sole benefit and may be waived subject only to such deviations as have been approved by the Purchaser at any time in its sole discretion:pursuant to Section 4(c) or as do not require Purchaser approval pursuant thereto; a(ii) The Company shall have executed this Agreement each of the Convertible Debentures, registered in the name of Purchaser, in the respective principal amounts indicated on the Funding Schedule under the heading “Debenture Principal Amount” issuable at such closing and at all prior closings and delivered each of the same to the Purchaser; (iii) The Company shall have executed each of the Warrants to purchase shares of Common Stock, in the respective amounts indicated on the Funding Schedule under the heading “Shares of Common Stock Underlying Warrant Purchased” (subject to adjustment as provided therein) issuable at such closing and at all prior closings; registered in the name of Purchaser and delivered the same to the Purchaser.; b(iv) The legal opinion of Company Counsel, in the form of Exhibit E, executed by such counsel and shall have be delivered to the Purchaser the duly executed Note Purchaser; (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing). dv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality or Material Adverse Effect in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions set forth in Section 4 hereof and this Section 5, and shall have performed, satisfied and complied in all material respects with the other covenants, agreements and conditions required by this Agreement and the Mortgage to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The If requested by the Purchaser, the Purchaser shall have received a certificate or certificates certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to without limitation an update as of the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to Closing Date regarding the transactions contemplated hereby.representation contained in Section 2(c) above; and e(vi) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedreserved out of its authorized and unissued Common Stock, entered, promulgated or endorsed by or in any court or governmental authority solely for the purpose of competent jurisdiction or any self-regulatory organization having authority over effecting the matters contemplated hereby which prohibits the consummation of any conversion of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status Convertible Debentures and exercise of the Company or Warrants, shares of Common Stock to effect the failure conversion of all of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market and trading of the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal MarketWarrant Shares then outstanding.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Note at Shares from the Closing Company hereunder is subject to the satisfaction, at or before the First Closing Date and the Second Closing Date, as applicable, of each of the following conditions, provided that these such conditions are for the Purchaser’s Purchasers' sole benefit and may be waived in writing by the Purchaser Purchasers at any time in its the Purchasers' sole discretion: (a) With respect to the First Closing: (i) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered executed original copies of the same to the PurchaserPurchasers. b(ii) The Company shall have delivered to the Purchaser the Purchasers duly executed Note certificates (each in such denominations as the each Purchaser shall reasonably request) representing the Shares being so purchased by the Purchasers at the First Closing in accordance with Section 1 1(b) above. c(iii) The Irrevocable Transfer Agent Instructions, Common Stock shall be listed on NASDAQ and trading in form and substance satisfactory to the Purchaser, Common Stock (or NASDAQ generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or NASDAQ. d(iv) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. The Purchaser Purchasers shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of the First Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebyPurchasers. e(v) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(vi) No event The Purchasers shall have occurred which could received opinions of the Company's general counsel and of the Company's outside counsel, dated as of the First Closing Date, in form, scope and substance reasonably be expected satisfactory to the Purchasers and in substantially the form of Exhibits B-1 and B-2 attached hereto. (vii) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company or and its subsidiaries, taken as a whole, since the failure date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (viii) The Secretary of the Company shall deliver to be timely in each Purchaser at the First Closing a certificate stating that all Board of Directors and stockholder approvals necessary to authorize the performance by the Company of its 1934 Act reporting obligationsobligations contemplated by this Agreement have been obtained and attaching thereto: (i) a copy of the Certificate of Incorporation (with any and all certificates of designation) and the Bylaws (as amended through the date of the First Closing), certified by the Secretary of the Company as the true and correct copies thereof as of the First Closing; and (ii) a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company, authorizing the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Shares and other matters contemplated hereby. g(a) with respect to the Second Closing: (i) The Conversion Shares First Closing shall have been authorized for quotation occurred. (ii) On or before January 5, 2001, the Company shall have delivered to the Purchasers duly executed certificates (each in such denominations as each Purchaser shall reasonably request) representing the Shares being so purchased by the Purchasers at the Second Closing in accordance with Section 1(b) above. (iii) The Common Stock shall be listed on the Principal Market NASDAQ and trading of in the Common Stock on the Principal Market (or NASDAQ generally) shall not have been suspended by the SEC or NASDAQ. (iv) The representations and warranties of the Principal MarketCompany shall be true and correct as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. On or before January 5, 2001, the Purchasers shall have received a certificate, executed by a Senior Officer of the Company after reasonable investigation, dated as of the Second Closing Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchasers. (v) No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. (vi) On or before January 5, 2001, the Purchasers shall have received opinions of the Company's general counsel and of the Company's outside counsel, dated as of the Second Closing Date, in substantially the form of Exhibits B-1 and B-2 attached hereto. (vii) There shall have been no material adverse changes and no material adverse developments in the business, properties, operations, prospects, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, since the date hereof, and no information, of which the Purchasers are not currently aware, shall come to the attention of the Purchasers that is materially adverse to the Company. (viii) On or before January 5, 2001, the Secretary of the Company shall deliver to each Purchaser at the Second Closing a certificate stating that all Board of Directors and stockholder approvals necessary to authorize the performance by the Company of its obligations contemplated by this Agreement have been obtained and attaching thereto: (i) a copy of the Certificate of Incorporation (with any and all certificates of designation) and the Bylaws (as amended through the date of the Second Closing), certified by the Secretary of the Company as the true and correct copies thereof as of the Second Closing; and (ii) a copy of the resolutions of the Board of Directors and, if required, the stockholders of the Company, authorizing the execution and delivery of this Agreement and the Registration Rights Agreement, the issuance of the Shares and other matters contemplated hereby. (ix) The average of the Closing Price (as defined below) of the Common Stock for the 5 consecutive trading days ending on the trading day immediately prior to the Second Closing Date shall be greater or equal to $9.50. For purposes hereof, "Closing Price" means, for the Common Stock as of any date, the closing bid price of the Common Stock on the principal United States securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Purchasers if Bloomberg Financial Markets is not then reporting closing bid prices of the Common Stock) (collectively, "Bloomberg"), or if the foregoing does not apply, the last reported sale price of the Common Stock in the over-the-counter market on the electronic bulletin board for the Common Stock as reported by Bloomberg, or, if no sale price is reported for the Common Stock by Bloomberg, the average of the bid prices of all market makers for the Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc., in each case for such date or, if such date was not a trading date for the Common Stock, on the next preceding date which was a trading date. If the Closing Price cannot be calculated for the Common Stock as of either of such dates on any of the foregoing bases, the Closing Price of the Common Stock on such date shall be the fair market value as reasonably determined by an investment banking firm selected by the Company and reasonably acceptable to the Purchasers, with the costs of such appraisal to be borne by the Company.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: a) The Company shall have executed this Agreement and delivered the same to the Purchaser. b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). d) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, and OTCQB, and trading of the Common Stock on the Principal Market OTCBB, or OTCQB, shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the each Purchaser hereunder to purchase the Note at the Closing Preferred Stock and Warrants on each Investment Date is subject to the satisfaction, at or before the Closing Date satisfaction of each of the following conditions, provided that these such conditions are for the each Purchaser’s individual and sole benefit and may be waived by the such Purchaser at any time in its such Purchaser’s sole discretion: (a) The Company shall have executed such Purchaser’s Execution Page to this Agreement and each other Transaction Document to which the Company is a party and delivered executed originals of the same to the such Purchaser. (b) All consents, approvals and waivers required for the consummation of the transactions contemplated hereby shall have been obtained. (c) The Company shall have delivered to the such Purchaser the duly executed Note (certificates representing the Preferred Stock and Warrants for the number of shares of Preferred Stock and Warrants being purchased by such Purchaser on each respective Investment Date, registered in such denominations as the Purchaser shall request) in accordance with Section 1 abovePurchaser’s name. c(d) The Irrevocable Transfer Agent Instructions, Common Stock shall be authorized for quotation and listed on the OTCQB and trading in form and substance satisfactory to the Purchaser, Common Stock (or on the OTCQB generally) shall not have been delivered to and acknowledged in writing suspended by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to Closing)SEC or the OTCQB. d(e) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing each Investment Date as though made at such that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at on or prior to the Closing such Investment Date. The In connection with the issuance of the Securities on each Investment Date, such Purchaser shall have received a certificate or certificates certificate, executed by the Chief Executive Officer of the Company after reasonable investigation, dated as of such Investment Date to the foregoing effect and as to such other matters as may reasonably be requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation Documents, By-laws, and Board of Directors’ resolutions relating to the transactions contemplated herebysuch Purchaser. e(f) No litigation, statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which questions the validity of, challenges or prohibits the consummation of of, any of the transactions contemplated by this Agreement. f(g) No event Such Purchaser shall have occurred which could reasonably be expected to received an opinion of the Company’s counsel, dated as of the Initial Investment Date, in substantially the form attached hereto as Exhibit F. (h) There shall have a Material Adverse Effect on the Company including but not limited to a change been no material adverse changes and no material adverse developments in the 1934 Act reporting status business, properties, operations, prospects, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, since the date hereof, and no information that is materially adverse to the Company and of which such Purchaser is not currently aware shall come to the attention of such Purchaser. (i) Such Purchaser shall have received a copy of resolutions, duly adopted by the Board of Directors of the Company, which shall be in full force and effect at the time of each Investment Date, authorizing the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby, certified as such by the Secretary or the failure Assistant Secretary of the Company to be timely on or before the Initial Investment Date, and such other documents they reasonably request in its 1934 Act reporting obligations. g) The Conversion Shares shall have been authorized for quotation on connection with the Principal Market and trading issuance of the Common Stock Securities on the Principal Market shall not have been suspended by the SEC or the Principal Marketany Investment Date.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Note (in such denominations as the Purchaser shall request) in accordance with Section 1 above. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Purchaser, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent (a copy of which written acknowledgment shall be provided to Purchaser prior to simultaneously with Closing). (d) The representations and warranties of the Company shall be true and correct in all al l material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Purchaser shall have received a certificate or certificates certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser including, but not limited to certificates with respect to the Company’s Formation DocumentsCertificate of Incorporation, By-laws, incumbency, and Board of Directors’ resolutions relating to the transactions contemplated hereby. (e) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (f) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. (g) The Conversion Shares shall have been authorized for quotation on the Principal Market OTCBB, OTCQB, and OTC Pink and trading of the Common Stock on the Principal Market OTCBB, OTCQB, and OTC Pink shall not have been suspended by the SEC or the Principal MarketOTC Markets Group.