Common use of Additional Closing Date Clause in Contracts

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer hereunder shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and the related Additional Warrants at an as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing is Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfactionsatisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, at the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or before electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (or such other date and time as is mutually agreed to by the Buyers and the Company). The location of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) shall be at the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion offices of S▇▇▇▇▇▇ R▇▇▇ & WZ▇▇▇▇ LLP, 9▇▇ ▇▇▇▇▇ L.L.P.▇▇▇▇▇▇, the Company's outside counsel▇▇▇ ▇▇▇▇, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants Shares from the Company at an any Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's ’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries Initial Closing shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreementoccurred. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company herein (including any exceptions thereto contained in the schedules hereto) shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date), provided that such representations shall be true and correct as of such Additional Closing Date giving effect to the updates required by the last sentence of this paragraph (iii) so long as there is nothing disclosed in any such updates that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect as determined by such Buyer, in good faith, in its sole discretion, and the Company and its Subsidiaries shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect (including with respect to the satisfaction of the conditions set forth in Section (b)(ii)) and as to such other matters as may be reasonably requested by such Buyer Buyer, including an update as of such Additional Closing Date of the representations and related schedule contained in the form attached hereto as Exhibit I.Section 3(c) above and an update of Schedules 3(a), 3(f), 3(h), 3(i), 3(o), 3(s), 3(t), 3(v), 3(y) and 3(aa) hereto. (ixiii) The Company shall have executed and delivered to such Buyer the Notes and the Share Certificates (in such denominations as such Buyer shall request) for the Additional Notes and the Shares to be issued to such Buyer at such Additional Closing. (iv) The Company shall have delivered to such Buyer a letter from certificate evidencing the Company's transfer agent certifying incorporation and good standing of the number Company and each Subsidiary in such entity’s state or other jurisdiction of shares incorporation or organization issued by the Secretary of Common Stock issued and outstanding State (or other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within five ten (510) days of such the Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiv) The Company shall have delivered made all filings under all applicable U.S. federal and state securities laws necessary to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and consummate the issuance of the SecuritiesSecurities pursuant to this Agreement in compliance with such laws. (xivvi) The Company and its Subsidiaries shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer ----------------------- hereunder to purchase the Additional Notes and Preferred Shares at the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before each of the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company Certificate of Designations, shall be in full force and each of its Subsidiaries effect and shall not have duly executed and delivered to such Buyer each been amended, without the knowledge or consent of the following documents to which it is a party: (A) each of Buyers, since the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Initial Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer and a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as thereof certified by the Secretary of State (or comparable office) of the jurisdiction State of formation of the Company and each of its Subsidiaries within ten (10) Business Days of Delaware shall have been delivered to such Additional Closing DateBuyer. (viiii) The Company Common Stock shall be designated for quotation on The Nasdaq SmallCap Market or The Nasdaq National Market or listed on the NYSE, and shall not have delivered to been suspended from trading on or delisted from such Buyer a certificate, executed exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the Secretary minimum listing maintenance requirements of such exchanges and all of the Company Conversion Shares and dated the Warrant Shares issuable upon conversion or exercise of the Additional Preferred Shares and the related Warrant, as of such the case may be, to be sold at the Additional Closing Date, as to (i) shall be listed upon The Nasdaq National Market or the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and NYSE. (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents or the Certificate of Designations to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect which also shall include an update as of the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ dated as of the Additional Closing Date in substantially the form of Exhibit C attached hereto. --------- (v) The Company shall have executed and as delivered to such other matters as may be reasonably requested Buyer the Warrants and the Stock Certificates for the Additional Preferred Shares and the related Warrants being purchased by such Buyer at the Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions. (vii) As of the Additional 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 Preferred Shares, a number of shares of Common Stock equal to at least 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Preferred Shares (without regard to any limitations on conversions) and 100% of the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Warrants, including for such purposes the Additional Preferred Shares and related Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto hereto, shall have been delivered to and acknowledged --------- in writing by the Company's transfer agent and Shall be in effect as Exhibit I.of the Additional Closing. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in the state of such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Additional Closing Date. (x) The Company shall have delivered to such Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten days of the Additional Closing Date. (xi) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) By-laws, each as in effect at the Additional Closing. (xii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such the Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of any Additional Closing (an “Additional Closing Date” and, together with the Initial Closing Date, each Buyer hereunder a “Closing Date”) shall be 10:00 a.m., New York City time, on the date specified in any Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the Company and the Buyer(s) delivering such Additional Closing Notice), provided that, unless waived by the Company, any Additional Closing Notice must be delivered to the Company no later than five (5) Business Days after the date the Company publicly files a registration statement with respect to the Rights Offering. If one or more Buyers elects to purchase Additional Notes, each such Buyer shall deliver a written notice (the Additional Notes and the related Additional Warrants at an “Additional Closing is subject Notice”) to the satisfaction, at or before Company indicating (1) the applicable Additional Closing Date, of each which shall not be less than three (3) Business Days (as defined below) from the date of the following conditionsreceipt of such notice by the Company, provided that these conditions are for (2) the aggregate principal amount of Additional Notes such Buyer has elected to purchase and (3) the Additional Cash Purchase Price and Additional Share Purchase Price (each Buyer's sole benefit and may as defined in Section 1(c)) to be waived paid by such Buyer at any time in its sole discretion by providing to the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) in exchange for the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such to be purchased. Any Additional Closing pursuant shall be subject to this Agreement and the satisfaction (Cor waiver) of the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such conditions to the Additional Closing pursuant to this Agreement. (iiset forth in Sections 6(b) Such Buyer and 7(b) below as provided therein. The location of any Additional Closing shall have received be at the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, the Company's outside counsel▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated as of such Additional Closing Date▇▇▇ ▇▇▇▇, in substantially the form of Exhibit G attached hereto▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. (i) The obligation date and time of the Additional Closings (each, an “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 8:00 a.m., New York City Time, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer hereunder to purchase the may purchase, at such Buyer’s option, Additional Notes and by delivering written notice to the related Additional Warrants at Company (an “Additional Closing is Notice”) at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the one year anniversary of the Initial Closing Date (the “First Optional Additional Notes Notice Termination Date”) and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the satisfactionInitial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), at or before on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to the First Optional Additional Notes Notice Termination Date and the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the following conditionsFirst Additional Notes Amount and the Second Additional Notes Amount, provided that these conditions are for each Buyer's sole benefit or (3) if after the First Optional Additional Notes Notice Termination Date and may be waived by such Buyer at any time in its sole discretion by providing after the date the Company with obtains the Shareholder Approval, but prior written notice thereof: to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) The Company and each the principal amount of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being to be purchased by such Buyer at such the applicable Additional Closing pursuant Closing, which principal amount, when added to this Agreement and (C) the related principal amount of any Additional Warrants (allocated in such amounts as such Buyer shall request) being Notes previously purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer Buyer, shall have received not exceed the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy sum of the Irrevocable Transfer Agent Instructions, in First Additional Notes Amount and the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Second Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such BuyerNotes Amount, (ii) the Certificate of Incorporation of aggregate Purchase Price for the Company and each of its Subsidiaries Additional Notes to be purchased and (iii) the Bylaws proposed Additional Closing Date. The Company shall promptly deliver a copy of the Company each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and each of its Subsidiaries, each as allow such Buyer to participate in effect at such Additional Closing. In the event the Company, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respectsx) as of the date when made and as First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of such Additional Closing Date as though made at that time Notes of the First Additional Notes Amount to the Buyers or (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respectsy) as of such specified date) and the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, the Company shall have performed, satisfied and complied in all respects with may deliver a notice (the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix“Undersubscription Notice”) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer that has elected to purchase the Lock-up Agreements executed and delivered by each entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the Persons listed on Schedule 7(a)(xi). principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a notice to the Company within 10 Business Days (xiia “Undersubscription Election Notice”) The Company from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for be the same as specified with respect to the sale of the Securities. other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (xiii) The Company not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes specified in the applicable Undersubscription Notice, each Buyer who has subscribed for any Additional Notes pursuant to an Undersubscription Notice shall have submitted be entitled to purchase only that portion of the amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to the Principal Market a Listing total Additional Basic Amounts of all Buyers that have subscribed for Additional Shares notification in connection with Notes pursuant to an Undersubscription Notice, subject to rounding by the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated extent it deems reasonably necessary. The additional Closing Date for the Additional Notes to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Optional Additional Notice Termination Date. As used herein, "Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by this Agreement as such Buyer or its counsel may reasonably requestlaw to remain closed.

Additional Closing Date. (i) The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closings (the related Additional Warrants at an “Additional Closing is subject to Date,” and together with the satisfactionInitial Closing Date, at or before each a “Closing Date” and collectively, the “Closing Dates”) shall be 10:00 a.m., New York City Time, on the date specified in the applicable Additional Closing DateNotice (as defined below), of each subject to satisfaction (or waiver) of the following conditions, provided that these conditions are for to each Buyer's sole benefit Additional Closing set forth in Sections 6(b) and may be waived 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall requestapplicable Buyer), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received Subject to the opinion requirements of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), following (x) the Company's outside counsel, dated as delivery of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. L (viiithe “MECAR Certificate”), certifying that the MECAR Contract (I) The representations has been duly executed and warranties delivered by the parties thereto (the date of the execution thereof, the “MECAR Execution Date”) and (II) is a validly binding and enforceable agreement of the parties thereto and (y) the public announcement of the execution of the MECAR Contract (as defined in the MECAR Certificate) and the filing of the MECAR Certificate as an exhibit to a filing by the Company with the SEC, at any time prior to the Escrow Termination Date, the Company shall have the right to require each Buyer to purchase, at one Closing, the principal amount of Additional Notes as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers (as provided by the Company, a “Additional Closing Notice”); provided, that if the Company elects to deliver a Additional Closing Notice to any Buyer, it must deliver an identical Additional Closing Notice to all Buyers. Any Additional Closing Notice delivered by the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified irrevocable. Notwithstanding anything herein to the contrary, at any time on or after the MECAR Execution Date, upon the Company’s receipt of one or more written notices by materiality or Material Adverse Effect, which are accurate in all respects) as the holders of a majority of the Notes then outstanding, in the aggregate, electing to cause the Additional Closing to occur, the Company shall within one (1) Business Day thereafter deliver Additional Closing Notices to the Buyers. Each Additional Closing Notice shall contain a proposed Additional Closing Date that shall be at least five (5) Business Days but not more than ten (10) Business Days following the date when made and as of delivery of such Additional Closing Date as though made at that time Notice to the Buyers. Each Additional Closing Notice shall set forth (except for representations and warranties that speak as i) the principal amount of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents Additional Notes to be performed, satisfied or complied with purchased by each Buyer at the Company at or prior to such Additional Closing and (ii) the proposed Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of the First Additional Closing (the “First Additional Closing Date”) shall be 10:00 a.m., New York City time, on June 15, 2012 (or, in any case, such other date and time as is mutually agreed to by each Buyer hereunder and the Company), and the date and time of the Second Additional Closing (the “Second Additional Closing Date”, and together with the First Additional Closing Date, each an “Additional Closing Date”) shall be 10:00 a.m., New York City time, on September 14, 2012 (or, in any case, such other date and time as is mutually agreed to purchase by each Buyer and the Company), in each case subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d). The Initial Closing Date, the First Additional Closing Date, and the Second Additional Closing Date are each referred to herein as a “Closing Date”, and, whenever the context requires, each reference in this Agreement to “the Additional Notes Closing Date” or words of like import shall mean and the related Additional Warrants at an Additional Closing is subject be a reference to the satisfaction, at or before “the applicable Additional Closing Date.” Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: on (i) The the First Additional Closing Date, each Buyer shall purchase, and the Company and shall sell to each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer at such as set forth in column 3(b) and column 4(b) of the Schedule of Buyers, respectively, and (ii) the Second Additional Closing pursuant Date, each Buyer shall purchase, and the Company shall sell to this Agreement each such Buyer the Additional Preferred Shares and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being contemplated to be purchased by such Buyer at as set forth in column 3(c) and column 4(c) of the Schedule of Buyers, respectively. If the Company has not satisfied one or more conditions to the applicable Additional Closing, subject to the conditions set forth in Section 6(b), each Buyer may elect, by written notice to the Company to waive any such condition or conditions, and may elect to purchase all or any portion of the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in the immediately preceding sentence. The location of each Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received be at the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Notwithstanding anything herein to the contrary, if the Second Additional Closing does not occur by September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (x) but the Company has granted the Option (as defined below) to the Buyers by such date, then on September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) or (y) and the Company has not granted the Option to the Buyers by such date, then on December 31, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (the “Second Additional Closing Termination Date”) (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ii) any “lock-up” or similar provisions contained in (a) Section 4(o)(ii) below, (b) Section 2(a)(xxiv)(J), the Company's outside counselfirst sentence of Section 11, dated the third, fourth and sixth sentences of Section 12, Section 14(c), and Section 14(e) of the Certificate of Designations, and (c) in each of the Lock-Up Agreements (as defined below) (collectively, the “Lock-Up Provisions”) shall be deemed to have expired on the Second Additional Closing Termination Date. In addition, if pursuant to this paragraph the Buyers, in the aggregate as of such the Second Additional Closing Date, in substantially have elected to purchase less than an aggregate of 1,500 Additional Preferred Shares at the form of Exhibit G attached hereto. Second Additional Closing, (iiii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. ’s obligation to sell any Additional Preferred Shares and Additional Warrants not elected to be purchased, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ivii) The Company the Lock-Up Provisions shall be deemed to have delivered to such Buyer a certificate evidencing expired on the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Second Additional Closing Date.” (vc) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable officeSection 4(o)(ii) of the jurisdiction Purchase Agreement is hereby deleted in its entirety and amended and restated as follows: “From the date hereof until the later of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) one hundred and twenty (120) days immediately following the resolutions consistent with Section 3(b) as adopted by the Company's First Additional Closing Date and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) December 31, 2012 in the Certificate of Incorporation of event the Company and each has not granted the Option to the Buyers by September 30, 2012 (the “Trigger Date”), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its Subsidiaries equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and (iii) the Bylaws of the Company and each of its Subsidiariesunder any circumstances, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except convertible into or exchangeable or exercisable for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”), or be party to any solicitations or negotiations with regard to the foregoing.” (d) Section 4(p) of a date within five (5) days of such Additional Closing Datethe Purchase Agreement is hereby amended to replace the reference to “October 15, 2012” in the first sentence with “September 14, 2012”. (xe) The Common Stock (ISection 7(b)(xv) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed Purchase Agreement is hereby deleted in its entirety and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents amended and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement restated as such Buyer or its counsel may reasonably request.follows:

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at Closings (each an "Additional Closing is subject to Date," and together with the satisfactionInitial Closing Date, at or before each a "Closing Date" and collectively, the "Closing Dates") shall be 10:00 a.m., New York City time, on the date specified in the applicable Additional Closing DateNotice (as defined below), of each subject to satisfaction (or waiver) of the following conditionsconditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that these conditions are for each such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's sole benefit and may be waived option, Additional Preferred Shares by such Buyer delivering written notice to the Company (an "Additional Closing Notice") at any time in its sole discretion by providing during the Company with prior written notice thereof: period beginning after the date hereof and ending on March 20, 2008 (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the "Additional Notes (allocated in such principal amounts as such Buyer shall requestClosing Expiration Date"), being purchased by such Buyer at such which Additional Closing pursuant to this Agreement and (C) Expiration Date may be extended at the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing option of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of to a date within ten (10) days of such not later than May 20, 2008. The Additional Closing Date. (v) The Company Notice shall have be delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within at least ten (10) Business Days of prior to the applicable Additional Closing Date set forth in such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Notice. An Additional Closing Date, as to Notice shall set forth (i) the resolutions consistent with Section 3(b) number of Additional Preferred Shares to be purchased by such Buyer at the Additional Closing, which number of shares shall not exceed the number of Additional Preferred Shares as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (ii) the Certificate of Incorporation of aggregate Additional Purchase Price for the Company and each of its Subsidiaries Additional Preferred Shares to be purchased and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such proposed Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the its Additional Notes Note and the related Additional Warrants at an the Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have obtained Shareholder Approval. (ii) There is then no Equity Conditions Failure (as defined in the Notes). (iii) The Company shall have duly executed and delivered to such Buyer each of the following documents to which it is a partyBuyer: (A) each the Additional Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Transaction DocumentsSchedule of Buyers (Additional Closing)), (B) Series A Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers (Additional Notes (allocated in such principal amounts as such Buyer shall requestClosing)), (C) Series B Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (5) of the Schedule of Buyers (Additional Closing)) and (D) Series C Warrants (for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (6) of the Schedule of Buyers (Additional Closing)), in each case, which are being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (iiiv) Such Buyer shall have received the opinion of SCozen ▇▇▇▇ & W’▇▇▇▇▇ L.L.P.▇▇, the Company's outside ’s counsel, dated as of such the Additional Closing Date, in substantially the form of Exhibit G attached heretopreviously provided to the Company. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ivv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company Company, TerraSphere, Inc. and Converted Organics of California, LLC in each of its U.S. Subsidiaries in such entity's ’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., formation as of a date within ten (10) days of such the Additional Closing Date. (vvi) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' ’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd.is required to so qualify, as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Additional Closing Date. (viii) The Company shall have delivered to such Buyer a certificate, in the form previously provided to the Company, executed by the Secretary of the Company and dated as of such the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each ’s board of its Subsidiaries' Board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its SubsidiariesBylaws, each as in effect at such the Additional Closing, in the form attached hereto as Exhibit H.. (viiiix) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.acceptable to such Buyer. (ixx) The Company shall have delivered to such Buyer a letter from the Company's transfer agent Transfer Agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such on the Additional Closing DateDate immediately prior to the Additional Closing. (xxi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, except as disclosed in the SEC Documents, as of such the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiii) 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 that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xiv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xv) The Company shall have submitted to obtained approval of the Principal Market a Listing of Additional to list or designate for quotation (as the case may be) the Conversion Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesWarrant Shares. (xivxvi) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation (i) Subject to timely delivery by the Company to the Buyers of a valid Company Additional Note Notice (as defined below) or by any Buyer to the Company of a Buyer’s Additional Note Notice (as defined below), the date and time of each Additional Closing (each, an “Additional Closing Date”) shall be 10:00 a.m., New York Time, on the date specified in the applicable Company Additional Note Notice or Buyer’s Additional Note Notice, as applicable, subject to satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) below and the conditions set forth in this Section 1(c) (or such other date or time as is mutually agreed to by the Company and the Buyers). Subject to the requirements of Sections 6(b) and 7(b) below and the conditions contained in this Section 1(c), the Company on one occasion may require each Buyer hereunder severally, but not jointly, to purchase up to such principal amount of Additional Notes as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers on the Additional Closing Date by delivering written notice (the “Company Additional Note Notice”) to each Buyer on any date from and after the nine-month anniversary of the Initial Closing Date and prior to the twenty-two month anniversary of the Initial Closing Date (the “Additional Note Notice Period”; and the date of receipt of the Company Additional Note Notice, the “Additional Note Notice Date”). The Company Additional Note Notice shall be irrevocable and must be delivered to each Buyer. The Company Additional Note Notice shall set forth (i) each Buyer’s pro rata allocation (based on the principal amount of Additional Notes as is set forth opposite each such Buyer’s name in column (4) on the Schedule of Buyers in relation to $75,000,000) of the aggregate principal amount of Additional Notes (which aggregate principal amount shall not exceed $75,000,000) and related Additional Warrants which the Company is requiring all of the Buyers to purchase at the Additional Closing, (ii) the aggregate Purchase Price for each such Buyer’s Additional Notes and related Additional Warrants and (iii) the Additional Closing Date, which Additional Closing Date shall be on the sixth (6th) Trading Day after the Additional Note Notice Date. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the Buyers to purchase the Additional Notes and the related Additional Warrants at an Additional Closing is subject unless, in addition to the satisfactionrequirements of Sections 6(b) and 7(b) below, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions Conditions to Company Additional Note Notice are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreementsatisfied. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at Closings (each an "Additional Closing is subject to Date," and together with the satisfactionInitial Closing Date, at or before each a "Closing Date" and collectively, the "Closing Dates") shall be 10:00 a.m., New York City time, on the date specified in the applicable Additional Closing DateNotice (as defined below), of each subject to satisfaction (or waiver) of the following conditionsconditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that these conditions are for each such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's sole benefit and may be waived option, Additional Preferred Shares by such Buyer delivering written notice to the Company (an "Additional Closing Notice") at any time in its sole discretion by providing during the Company with prior written notice thereof: period beginning after the date hereof and ending on the date one hundred and twenty (i120) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of days after the following documents to which it is a party: Initial Closing Date (A) each of the Transaction Documents, (B) the "Additional Notes (allocated in such principal amounts as such Buyer shall requestClosing Expiration Date"), being purchased by such Buyer at such which Additional Closing pursuant to this Agreement and (C) Expiration Date may be extended at the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing option of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of to a date within ten not later than one hundred and eighty (10180) days of such after the Initial Closing Date. The Additional Closing Date. (v) The Company Notice shall have be delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within at least ten (10) Business Days of prior to the applicable Additional Closing Date set forth in such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Notice. An Additional Closing Date, as to Notice shall set forth (i) the resolutions consistent with Section 3(b) number of Additional Preferred Shares to be purchased by such Buyer at the Additional Closing, which number of shares shall not exceed the number of Additional Preferred Shares as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (ii) the Certificate of Incorporation of aggregate Additional Purchase Price for the Company and each of its Subsidiaries Additional Preferred Shares to be purchased and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such proposed Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an any Additional Closing is subject to the satisfaction, at or before the applicable (an “Additional Closing Date” and collectively with the Initial Closing Date and the Series B Warrant Closing Date, each a “Closing Date”) shall be 8:00 a.m., New York City time, on the date specified in any Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to in writing (including, for these purposes, by electronic mail) by the Company and the Designee) after notification of each satisfaction (or waiver) of the following conditionsconditions to such Additional Closing set forth in Sections 6(c) and 7(c) below. The Company shall deliver a written notice to the Designee setting forth the date it intends to publicly announce an Approved Investment, provided that these conditions are for each Buyer's sole benefit and may which announcement date shall at least be waived by four (4) Business Days (as defined below) from the date the Designee receives such Buyer at any time notice. If the Designee elects, in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and absolute discretion, to cause one or more of its Affiliates, each of its Subsidiaries which shall have duly executed and delivered then become a “Buyer” hereunder pursuant to such Buyer each of the following documents Section 9(g), to which it is a party: (A) each of the Transaction Documentspurchase Notes, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased deliver a written notice (the “Additional Closing Notice”) to the Company prior to the public announcement by the Company of the applicable Approved Investment indicating (1) the aggregate principal amount of Notes such Buyer at has elected to purchase which shall not exceed the Maximum Amount and (2) the date of such Additional Closing pursuant to this Agreement and (C) Closing, which shall occur concurrently with the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such closing of the applicable Approved Investment. The location of any Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received be at the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, the Company's outside counsel▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated as ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The location of such each Additional Closing Date, in substantially the form may be undertaken remotely by electronic transfer of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of Closing documentation upon mutual agreement among the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing DateBuyers. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation Subject to timely delivery by the Company to the Buyers of each Buyer hereunder to purchase the Additional Notes Note Notice (as defined below), the date and time of the Additional Closing (the "Additional Closing Date") shall be 10:00 a.m., New York City Time, on the date specified in the Additional Note Notice, subject to satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) and the related Additional Warrants at an Additional Closing conditions set forth in this Section 1(c) (or such later date as is subject mutually agreed to by the Company and the Buyers). Subject to the satisfactionrequirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), at or before the applicable Company shall issue and sell to such Buyer on one occasion $5,000,000 principal amount of Additional Notes on the Additional Closing Date, which date shall be 3 Business Days after delivery by the Company of each written notice to such Buyer (the "Additional Note Notice") setting forth the satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) and the conditions set forth in this Section 1(c). The Additional Note Notice shall be delivered by the Company (the date of delivery, the "Additional Note Notice Date") within 3 Business Days after satisfaction (or waiver) of such conditions. If the Company fails to deliver such notice, or at any time that the applicable Buyer waives any remaining conditions set forth in this Section 1(c), in Section 7(b) or otherwise, such Buyer shall be entitled to compel the Additional Closing by delivering a notice to the Company to such effect. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the purchase of the Additional Notes unless, in addition to the requirements of Sections 6(b) and 7(b), all of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: satisfied (or waived): (i) The Company and on each of its Subsidiaries shall have duly executed and delivered to such Buyer each day during the period beginning on the first day of the following documents to which it is a party: Measuring Period (Aas defined below) each of and ending on the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, the Initial Registration Statement (as defined in substantially the form Registration Rights Agreement) covering the Initial Registrable Securities (as defined in the Registration Rights Agreement) shall be effective and available for the sale of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy at least all of the Irrevocable Transfer Agent Instructions, Initial Registrable Securities required to be included in such Initial Registration Statement and there shall not have been any Grace Periods (as defined in the form of Exhibit F attached hereto, which instructions shall have been delivered to Registration Rights Agreement); (ii) on each day during the period beginning on the date hereof and acknowledged in writing by ending on the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.the

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an the each Additional Closing is subject to the satisfaction, at or before the applicable such Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and and, to the extent it is a party thereto, each of its Subsidiaries Existing Subsidiaries, shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of SOsler, ▇▇▇▇▇▇ & W▇▇▇▇▇ L.L.P.Harcourt LLP, the Company's ’s outside counsel, dated as of such the each Additional Closing Date, in substantially the form of Exhibit G E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's ’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's ’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd.jurisdiction, as of a date within ten (10) 10 days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing certified copy of the Company's and each Articles of its U.S. Subsidiaries' qualification Incorporation as a foreign corporation and good standing issued certified by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating ServicesThe Director, Ltd.Canada Business Corporations Act, as of a date Industry Canada, within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (iiA) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iiiB) the Bylaws of the Company and each of its SubsidiariesBylaws, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H.F. (viiivii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate shall be true and correct in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.G. (ixviii) The Company shall have delivered to such Buyer a letter from the Company's ’s transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (xix) The Common Stock (Ii) shall be designated for quotation or listed on the Principal Market and (IIii) shall not have been suspended, as of such Additional Closing Date, by the SEC SEC, the CSA or the Principal Market from trading on the Principal Market nor shall suspension by the SEC SEC, he CSA or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC SEC, the CSA or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xiix) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the Securitiesapplicable Additional Notes. (xi) No Event of Default (as defined in the Notes) shall have occurred and be continuing. (xii) The approval of the Principal Market for the issuance of the Securities issuable on such Additional Closing Date and the conditional listing of the Conversion Shares, Warrant Shares and Interest Shares on the Principal Market shall have remained continuously in effect from the time of the Initial Closing Date. (xiii) The Company shall have submitted duly executed and delivered to such Buyer an additional Hypothec Agreement with respect to the Principal Market a Listing of Additional Shares notification Notes, substantially in connection with the transactions contemplated hereby and the Principal Market form attached hereto as Exhibit H, but which shall have approved, orally or be limited in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitiesamount to CDN$6 million. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes Preferred Shares and the related Additional Warrants at an the Additional Closing Closings is subject to the satisfaction, at or before each of the applicable Additional Closing DateDates, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company and each of its Subsidiaries shall have duly executed complied with the requirements of Section 1(c) and delivered to such Buyer each all of the following documents to which it is a party: (AAdditional Notice Conditions set forth in Section 1(d) each shall have been satisfied as of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this AgreementDate. (ii) Such Buyer The Certificate of Amendment, shall be in full force and effect and shall not have received been amended, without the opinion knowledge or consent of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.the Buyer, since the Company's outside counsel, dated as of such Additional Initial Closing Date, in substantially and a copy thereof certified by the form Secretary of Exhibit G attached heretoState of the State of New York shall have been delivered to Buyer. (iii) The Company Common Stock shall have delivered to such Buyer a copy be authorized for quotation on AMEX, trading in the Common Stock issuable upon conversion of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions Additional Preferred Shares to be traded on AMEX shall not have been delivered to and acknowledged in writing suspended by the Company's transfer agentSEC, AMEX and all of the Conversion Shares issuable upon conversion of the Additional Preferred Shares to be sold at the Additional Closing shall be listed upon AMEX. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents or the Certificate of Amendment to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect which also shall include an update as of the Additional Closing Date regarding the representation contained in Section 3(c) above. (v) Buyer shall have received the opinion of ▇▇▇▇▇ & Wood LLP, dated as of the Additional Closing Date in substantially the form of Exhibit C attached hereto. (vi) The Company shall have executed and as delivered to Buyer the Stock Certificates for the Additional Preferred Shares and the Additional Warrants being purchased by Buyer at the Additional Closing. (vii) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions. (viii) As of the Additional 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 Preferred Shares, a number of shares of Common Stock equal to at least 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Preferred Shares (without regard to any limitations on conversions) and 100% of the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Warrants, including for such other matters as may purposes the Additional Preferred Shares and related Warrants to be reasonably requested by issued at such Buyer Additional Closing. (ix) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent and shall be in effect as Exhibit I.of the Additional Closing. (ixx) The Company shall have delivered to such Buyer a letter from certificate evidencing the Companyincorporation and good standing of the Company and each Subsidiary in the state of such corporation's transfer agent state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Additional Closing Date. (xi) The Company shall have delivered to Buyer a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of New York within ten days of the Additional Closing Date. (xii) The Company shall have delivered to Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) By-laws and (D) the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by each as in effect at the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the SecuritiesClosing. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each any applicable Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an the Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each such Buyer's sole benefit and may be waived by such Buyer Buyer's at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement ) and (C) the related Additional Warrants (allocated in such principal amounts as such Buyer shall request) being purchased by such Buyer at such the Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., counsel reasonably acceptable to the Company's outside counselBuyer, dated as of such the Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit G F attached hereto. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Additional Closing Date and the Company shall have delivered cause its transfer agent to deliver a letter to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agentthat effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation incorporation and good standing of the Company and each in its state of its U.S. Subsidiaries in such entity's jurisdiction of formation incorporation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down state of such good standing from Incorporating Services, Ltd., incorporation as of a date within ten (10) 10 days of such the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down State of such good standing from Incorporating Services, Ltd., Florida as of a date within ten (10) 10 days of such the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction State of formation Delaware within 10 days of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such BuyerResolutions, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its SubsidiariesBylaws, each as in effect at such the Additional Closing, in the form attached hereto as Exhibit H.G. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effectmateriality, which are accurate shall be true and correct in all respectsrespect) as of the date when made and as of such the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respect) with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.H. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such the Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesAdditional Notes and the Additional Warrants being purchased at the Additional Closing. (xiiixi) The During the period beginning on the Initial Closing Date and ending on and including the Additional Closing Date, neither the Company nor its Subsidiary shall have submitted to been in material default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Principal Market a Listing Company or its Subsidiary, nor shall there exist as of the Additional Shares notification in connection Closing Date an event that with the transactions contemplated hereby passage of time or giving notice, and the Principal Market shall have approvedassuming it were not cured, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitieswould constitute such a default. (xivxii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase Additional Closing (each, an "ADDITIONAL CLOSING Date") shall be 10:00 a.m., New York Time, on the date specified in the Additional Notes Debenture Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) (or such later date as is mutually agreed to by the Company and the applicable Purchaser). Subject to the requirements of Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) each Purchaser may purchase, at such Purchaser's option, Additional Debentures by delivering written notice to the Company (an "ADDITIONAL DEBENTURE NOTICE") at any time during the period beginning after the date hereof and ending on and including the date which is the eighteen month anniversary of the effectiveness of the Registration Statement relating to the Initial Debentures and Initial Warrants. The Additional Debenture Notice shall be delivered at least ten Business Days prior to the Additional Closing Date set forth in the Additional Debenture Notice. The Additional Debenture Notice shall set forth (i) the principal amount of Additional Debentures and related Additional Warrants to be purchased by such Purchaser at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, which principal amount, when added to the principal amount of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being Debentures previously purchased by such Buyer at Purchaser, shall not exceed such Purchaser's Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such BuyerInvestment Amount, (ii) the Certificate of Incorporation of aggregate Purchase Price for the Company Additional Debentures and each of its Subsidiaries related Additional Warrants to be purchased and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed "BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase its Additional Note and Additional Warrant at the Additional Notes and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's ’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) No more than $1 million in aggregate principal amount of the Initial Notes remains outstanding. (ii) As of the Additional Closing Date and as of the date of the Additional Closing Certificate (as defined below), no Equity Conditions Failure (as defined in the Notes) shall exist. (iii) Such Buyer shall have received a certificate (the “Additional Closing Certificate”), in form and substance reasonably satisfactory to such Buyer, executed by the Chief Executive Officer of the Company, no more than thirty (30) Trading Days and no less than twenty (20) Trading Days prior to the Additional Closing Date, (A) setting forth the date of the proposed Additional Closing and (B) certifying that the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date set forth in Sections 7(b)(i),(ii), (iii) and (xiii) -(xix) hereof. (iv) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a partyBuyer: (A) each the Additional Note (in such original principal amount as is set forth across from such Buyer’s name in column (3) of the Transaction Documents, Schedule of Buyers (Additional Closing)) and (B) a Additional Warrant (for such aggregate number of Additional Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers (Additional Notes (allocated in such principal amounts as such Buyer shall requestClosing)), in each case, which are being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (iiv) Such Buyer shall have received the opinion of S▇▇▇▇ Holland & W▇▇▇▇▇ L.L.P.Knight LLP, the Company's outside ’s counsel, dated as of such the Additional Closing Date, in substantially the form of Exhibit G attached heretopreviously provided to the Company. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ivvi) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in each such entity's ’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., formation as of a date within ten (10) days of such the Additional Closing Date. (vvii) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' ’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd.is required to so qualify, as of a date within ten (10) days of such the Additional Closing Date. (viviii) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction State of formation of the Company and each of its Subsidiaries Delaware within ten (10) Business Days days of such the Additional Closing Date. (viiix) The Company shall have delivered to such Buyer a certificate, in the form previously provided to the Company, executed by the Secretary of the Company and dated as of such the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each ’s board of its Subsidiaries' Board of Directors directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its SubsidiariesBylaws, each as in effect at such the Additional Closing, in the form attached hereto as Exhibit H.. (viiix) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.acceptable to such Buyer. (ixxi) The Company shall have delivered to such Buyer a letter from the Company's transfer agent Transfer Agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such on the Additional Closing DateDate immediately prior to the Additional Closing. (xxii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, except as disclosed in the SEC Documents, as of such the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xixiii) The Company From the date hereof to the Additional Closing Date, (i) trading in the Common Stock shall not have delivered been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each Buyer case, in the Lock-up Agreements executed and delivered by reasonable judgment of each of Buyer, makes it impracticable or inadvisable to purchase the Persons listed on Schedule 7(a)(xi).Securities at the Additional Closing (xiixiv) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (xiiixv) 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 that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xvi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (xvii) The Company shall have submitted to obtained approval of the Principal Market a Listing of Additional to list or designate for quotation (as the case may be) the Conversion Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesWarrant Shares. (xivxviii) A Registration Statement shall be effective and available for the issuance and sale of the Additional Notes, Additional Conversion Shares, Additional Warrants and Additional Warrant Shares hereunder and the Company shall have delivered to such Buyer the related Prospectus (and Prospectus Supplement, if applicable) as required thereunder. (xix) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent. (xx) The Company shall have at least [ ] shares of Common Stock authorized and available to be issued upon conversion or exercise, as applicable of the Additional Notes and Additional Warrants, respectively. (xxi) The Company shall have delivered to such Buyer such other documents documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes Closings (each, an "ADDITIONAL CLOSING DATE," and together with the related Additional Warrants at an Additional Initial Closing is subject to Date, each or "CLOSING DATE" and collectively, the satisfaction"CLOSING DATES") shall be 10:00 a.m., at or before New York City Time, on the date specified in the applicable Additional Closing DateNotice (as defined below), of each subject to satisfaction (or waiver) of the following conditionsconditions to each Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), provided that these conditions are for each Buyer may purchase, at such Buyer's sole benefit and may be waived option, Additional Notes by such Buyer delivering written notice to the Company (an "ADDITIONAL CLOSING NOTICE") at any time prior to March 30, 2007. An Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in its sole discretion by providing the Company with prior written notice thereof: such Additional Closing Notice. An Additional Closing Notice shall set forth (i) The Company and each the principal amount of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being to be purchased by such Buyer at such the applicable Additional Closing pursuant Closing, which principal amount, when added to this Agreement and (C) the related principal amount of any Additional Warrants (allocated in such amounts as such Buyer shall request) being Notes previously purchased by such Buyer at such Buyer, shall not exceed the principal amount of Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated Notes as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (ii) the Certificate of Incorporation of aggregate Additional Purchase Price for the Company and each of its Subsidiaries Additional Notes to be purchased and (iii) the Bylaws proposed Additional Closing Date. The Company shall promptly deliver a copy of the Company each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and each of its Subsidiaries, each as allow such Buyer to participate in effect at such Additional Closing, in the form attached hereto as Exhibit H. provided such Buyer gives written notice of its election to participate two (viii2) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or Business Days prior to such the Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed "BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each New Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable each Additional Closing Date, of each of the following conditions, provided that these conditions are for each New Buyer's sole benefit and may be waived by such New Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such New Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such New Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement ) and (C) the related Additional Warrants (allocated in such amounts as such New Buyer shall request) which are being purchased by such New Buyer at such the Additional Closing pursuant to this Agreement. (ii) Such New Buyer shall have received the opinion of SR▇▇▇▇▇▇ & WA▇▇▇▇▇ L.L.P.▇▇, LPA, the Company's outside counsel, dated as of such the Additional Closing Date, in substantially the form of Exhibit G H attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Instructions shall remain in effect as of the form of Exhibit F attached hereto, which instructions Additional Closing Date and the Company shall have been delivered cause its transfer agent to and acknowledged in writing by the Company's transfer agentdeliver a letter to such New Buyer to that effect. (iv) The Company shall have delivered to such New Buyer a certificate evidencing the formation and good standing certified copy of the Company and each Certificate of its U.S. Subsidiaries in such entity's jurisdiction of formation issued Incorporation as certified by the Nevada Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such New Buyer a certificate, in the form acceptable to such New Buyer, executed by the Secretary of the Company and dated as of such the Additional Closing Date, as to (iI) the resolutions consistent with Section 3(b) as adopted by the Company's and each board of its Subsidiaries' Board of Directors directors in a form reasonably acceptable to such New Buyer, (iiII) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iiiIII) the Bylaws of the Company and each of its SubsidiariesCompany, each as in effect at such the Additional Closing, in the form attached hereto as Exhibit H.. (viiivi) The representations Each and warranties every representation and warranty of the Company shall be true and correct in all material respects (except for those other than representations and warranties that are already qualified by materiality or Material Adverse Effect, Effect which are accurate shall be true and correct in all respects) as of the date when made and as of such the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date date, which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such New Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such New Buyer in the form attached hereto as Exhibit I.acceptable to such New Buyer. (ixvii) The Company shall have delivered to such New Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such on the Additional Closing DateDate immediately prior to the Additional Closing. (xviii) The Common Stock (I) shall be designated for quotation or listed (as applicable) on the Principal Market and (II) shall not have been suspended, as of such the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xiiix) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market. (x) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority or other Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xi) Since the date of execution of this Agreement, no event or series of events shall have occurred that has or reasonably could be expected to have a Material Adverse Effect. (xii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the applicable Additional Conversion Shares and Additional Warrant Shares. (xiii) The Company No Event of Default (as defined in the Notes) shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby occurred and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitiesbe continuing. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of Company is required to deliver a notice (the “Additional Closing Notice”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer hereunder by the earlier to purchase occur of (the “Additional Closing Notice Deadline”) (unless the Additional Notes Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the related Additional Warrants at an Additional Closing is subject “SEC”) indicates it has no comments or no further review to the satisfactioninformation or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), at or before and (y) (i) in the applicable event the SEC does not review the SEC Statements, April 5, 2006 and (ii) otherwise July 20, 2006. The date and time of the closing (the “Additional Closing”, and together with the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Date”, and together with the Initial Closing Date, the “Closing Date”) shall be 10:00 a.m., New York Time, on the earlier of each of (the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived “Additional Closing Deadline”) (or such other date as is mutually agreed to by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each Buyer) (x) the later of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) the fifth (5th) Business Day after the date that the Additional Closing Notice has been delivered to each of the Transaction Documents, Buyer and (B) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Notes Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (allocated y) (I) in such principal amounts as such Buyer shall request)the event the SEC does not review the SEC Statements, being purchased by such Buyer at such April 15, 2006 and (II) otherwise July 31, 2006. The Additional Closing pursuant to this Agreement and (C) shall occur at the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, the Company's outside counsel▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated as of such ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company Notice shall have be irrevocable and must be delivered to such Buyer a copy of each Buyer. Notwithstanding anything in this Agreement to the Irrevocable Transfer Agent Instructionscontrary, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall not be true and correct in all material respects (except for those representations and warranties that entitled to require the Buyers to purchase the Preferred Shares unless the requirements of Section 7(b) below are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered waived by each of the Persons listed on Schedule 7(a)(xi)Buyer. (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closing (the related Additional Warrants at an “Additional Closing Date”) shall be 10:00 a.m., New York time, on the six month anniversary of the Initial Closing Date (or such later date as is subject mutually agreed to by the Company and each Buyer). If on the fifteenth calendar day immediately prior to the satisfactionAdditional Closing Date (the “Additional Closing Eligibility Date”) (x) the Market Price (as defined in the Initial Notes) on the Trading Day (as defined in the Initial Notes) immediately prior the Additional Closing Eligibility Date and on each Trading Day during the period commencing on the Additional Closing Eligibility Date and ending and including the Trading Day immediately prior to the Additional Closing Date exceeds $2.00 (as adjusted for any stock splits, at stock dividends, stock combinations, recapitalizations or before other similar transactions), (y) on or prior to the applicable Additional Closing Date, of the Company has satisfied (or the Buyers have waived) the conditions to such Closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below and (z) there has been no Equity Conditions Failure (as defined in the Initial Notes), the Company shall have the right to require each Buyer to purchase an Additional Note in the original principal amount not in excess of the following conditionsamount set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (each, provided that these a “Maximum Additional Note Amount”). Subject to the satisfaction of the conditions are for each Buyer's sole benefit to closing set forth in this Section 1(b)(ii) and may be waived by such Buyer at any time in its sole discretion by providing Sections 6(b) and 7(b) below, the Company with prior may exercise its right to require an Additional Closing by delivering on the Additional Closing Eligibility Date a written notice thereof: (i) The Company thereof by facsimile and each of its Subsidiaries shall have duly executed and delivered overnight courier to such Buyer each all, but not less than all, of the following documents holders of Initial Notes (the “Additional Closing Notice” and the date all of the holders received such notice by facsimile is referred to which it is a party: as the “Additional Closing Notice Date”). The Additional Closing Notice shall be irrevocable. The Additional Closing Notice shall (A) each of specify the Transaction DocumentsAdditional Closing Date, (B) specify the aggregate principal amount of Additional Notes (allocated in such principal amounts as such Buyer shall request), being to be purchased by such Buyer at such the Additional Closing pursuant to this Agreement and (C) certify that the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Market Price on the Trading Day immediately prior the Additional Closing pursuant Eligibility Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions) and (D) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require any Buyer to this Agreement. (ii) Such Buyer shall have received purchase Additional Notes in excess of the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as Maximum Additional Note Amount of such Additional Closing DateBuyer. For the avoidance of doubt, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall not be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of entitled to effect an Additional Closing if on the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality there is an Equity Conditions Failure or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with Market Price on the covenants, agreements and conditions required by Trading Day immediately prior the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificateDate does not exceed $2.00 (as adjusted for any stock splits, executed by the Chief Executive Officer of the Companystock dividends, dated as of such Additional Closing Datestock combinations, to the foregoing effect and as to such recapitalizations or other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xisimilar transactions). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. (i) The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closings (the related Additional Warrants at an “Additional Closing is subject to Date,” and together with the satisfactionInitial Closing Date, at or before each a “Closing Date” and collectively, the “Closing Dates”) shall be 10:00 a.m., New York City Time, on the date specified in the applicable Additional Closing DateNotice (as defined below), of each subject to satisfaction (or waiver) of the following conditions, provided that these conditions are for to each Buyer's sole benefit Additional Closing set forth in Sections 6(b) and may be waived 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall requestapplicable Buyer), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received Subject to the opinion requirements of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), following (x) the Company's outside counsel, dated as delivery of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. L (viiithe “MECAR Certificate”), certifying that the MECAR Contract (I) The representations has been duly executed and warranties delivered by the parties thereto (the date of the execution thereof, the "MECAR Execution Date”) and (II) is a validly binding and enforceable agreement of the parties thereto and (y) the public announcement of the execution of the MECAR Contract (as defined in the MECAR Certificate) and the filing of the MECAR Certificate as an exhibit to a filing by the Company with the SEC, at any time prior to the Escrow Termination Date, the Company shall have the right to require each Buyer to purchase, at one Closing, the principal amount of Additional Notes as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers (as provided by the Company, a “Additional Closing Notice”); provided, that if the Company elects to deliver a Additional Closing Notice to any Buyer, it must deliver an identical Additional Closing Notice to all Buyers. Any Additional Closing Notice delivered by the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified irrevocable. Notwithstanding anything herein to the contrary, at any time on or after the MECAR Execution Date, upon the Company’s receipt of one or more written notices by materiality or Material Adverse Effect, which are accurate in all respects) as the holders of a majority of the Notes then outstanding, in the aggregate, electing to cause the Additional Closing to occur, the Company shall within one (1) Business Day thereafter deliver Additional Closing Notices to the Buyers. Each Additional Closing Notice shall contain a proposed Additional Closing Date that shall be at least five (5) Business Days but not more than ten (10) Business Days following the date when made and as of delivery of such Additional Closing Date as though made at that time Notice to the Buyers. Each Additional Closing Notice shall set forth (except for representations and warranties that speak as i) the principal amount of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents Additional Notes to be performed, satisfied or complied with purchased by each Buyer at the Company at or prior to such Additional Closing and (ii) the proposed Additional Closing Date. Such Buyer shall have received a certificateAs used herein, executed “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, law to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Dateremain closed. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase If, after the Additional Notes Initial Closing Date and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at on or before the Termination Date, proceeds are received for additional sales of Shares, and if the conditions set forth herein have been satisfied or waived, you and the Company shall determine the date ("Additional Closing Date"), time and place at which each additional closing of the sale of Shares shall occur and provide the Escrow Agent with at least two business days advance notice of each Additional Closing Date (the Initial Closing Date and each Additional Closing Dates are herein referred to each as a "Closing Date"). On each Additional Closing Date the Escrow Agent will notify you and the Company of: (i) the amount received for subscriptions for Shares that was on deposit in the Escrow Account for at least three business days prior to the Additional Closing Date (the "Additional Subscription Proceeds"), (ii) any volume discounts applicable to those Additional Subscription Proceeds, (iii) the amount of accrued interest on the Additional Subscription Proceeds, and (iv) any then unpaid escrow fees and expenses. On each Additional Closing Date, of each the Escrow Agent shall: (x) deliver to you by wire transfer in immediately available funds, as payment of the following conditionsamounts owed to you pursuant to Sections 27.(a) and (b), provided that these conditions are an amount equal to ten and one half percent (10.5%) of the Additional Subscription Proceeds grossed up for each Buyer's sole benefit any applicable volume discounts, minus any volume discounts applicable to those Additional Subscription Proceeds; and may be waived by such Buyer at any time in its sole discretion by providing (y) deliver to the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered by wire transfer in immediately available funds an amount equal to such Buyer each the balance of the following documents Additional Subscription Proceeds minus any then unpaid escrow fees and expenses. The Escrow Agent will be directed to which it is a party: (A) each distribute the aggregate accrued interest on the funds held in the Escrow Account to the purchasers of the Transaction DocumentsShares, (B) on a pro rata basis, calculated based on the Additional Notes (allocated number of days each purchaser's cleared funds are held in such principal amounts as such Buyer shall request)escrow, being purchased by such Buyer at such Additional Closing without reduction for any fees and reimbursements to be paid to the Escrow Agent and subject to the applicable withholding provisions of the Internal Revenue Code. You will, upon your receipt from the Escrow Agent of funds pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.Section 2.6, the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State deliver (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents cause to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, delivered) to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing DateSelected Dealers, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatenedwire transfer in immediately available funds, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted an amount equal to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitiesselling commissions payable to them. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an each of the applicable Additional Closing Closings is subject to the satisfaction, at or before each of the applicable Additional Closing DateDates, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement ) and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such the applicable Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion opinions of SBingham McCutchen LLP, the ▇▇▇▇▇▇▇'▇ & W▇▇▇▇▇▇ L.L.P.States outside counsel, and Naschitz, Brandes & Co., the Company's '▇ ▇▇▇▇▇li outside counsel, dated as of such the applicable Additional Closing Date, in substantially the a form of Exhibit G attached heretoreasonably acceptable to such Buyer. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the applicable Additional Closing Date and the Company shall have delivered cause its transfer agent to deliver a letter to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agentthat effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing and/or valid existence of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd.jurisdiction, as of a date within ten (10) 10 days of such the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation entity and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd.conducts business, as of a date within ten (10) 10 days of such the applicable Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such BuyerTransaction Resolutions, (ii) the Certificate Articles of Incorporation of the Company and each of its Subsidiaries Association and (iii) the Bylaws of the Company and each of its SubsidiariesMemorandum, each as in effect at such the applicable Additional Closing, in the form attached hereto as Exhibit H.I. (viiivii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the applicable Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.J. (ixviii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock Ordinary Shares (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such the applicable Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such the applicable Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xiiix) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the SecuritiesAdditional Notes and the Additional Warrants being purchased at the applicable Additional Closing. Without limiting the generality of the foregoing, the Company shall have obtained approval by the OCS and the Investment Center for the transactions contemplated hereunder, together with such other agreements as the Buyers shall reasonably require to ensure that the Buyers enjoy full rights with respect to the Collateral (subject to the rights of the OCS under the R&D Law), evidence of which shall have been provided to the Buyers. (xiiix) The Within six (6) Business Days prior to the applicable Additional Closing Date, the Company shall have submitted delivered or caused to be delivered to each Buyer certified copies of UCC search results, listing all effective financing statements which name as debtor the Principal Market a Listing Company or any of Additional Shares notification its Subsidiaries filed in connection the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the transactions contemplated hereby Buyers, shall cover any of the Collateral (as defined in the Security Documents) and the Principal Market results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall have approved, orally or not show any such Liens (as defined in writing, the transactions contemplated by this Agreement Pledge and the other Transaction Documents and the issuance of the SecuritiesSecurity Agreement). (xivxi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closing (together with the related Additional Warrants at an Additional Initial Closing is subject to Date, each a “Closing Date”) shall be 10:00 a.m., New York City time, on the satisfaction, at or before date specified in the applicable Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the applicable Buyer and the Company) (the “Additional Closing Date”), of each subject to satisfaction (or waiver) of the following conditionsconditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), provided that these conditions are for each Buyer may purchase, at such Buyer's sole benefit ’s option, Additional Common Shares, Additional Series A Warrants and may be waived Additional Series B Warrants by such Buyer delivering written notice to the Company (the “Additional Closing Notice”) at any time during the period beginning after the date hereof and ending on December 23, 2008. The Additional Closing Notice shall be delivered at least three (3) Business Days prior to the Additional Closing Date set forth in its sole discretion by providing the Company with prior written notice thereof: such Additional Closing Notice. The Additional Closing Notice shall set forth (i) The Company and each the number of its Subsidiaries shall have duly executed and delivered Additional Common Shares to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being be purchased by such Buyer at the Additional Closing, which number of shares shall not exceed the number of Additional Common Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (ii) Additional Closing pursuant Series A Warrants to this Agreement and acquire up to that number of Additional Series A Warrant Shares as is set forth opposite such Buyer’s name in column (C6) on the Schedule of Buyers, which number shall equal the maximum number of Additional Series A Warrant Shares multiplied by the quotient obtained by dividing (x) the related number of Additional Warrants (allocated in such amounts as such Buyer shall request) being Common Shares actually purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by (y) the SEC or the Principal Market from trading maximum number of Additional Common Shares such Buyer is entitled to purchase on the Principal Market nor Additional Closing Date as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and, (iii) Additional Series B Warrants to acquire up to that number of Additional Series B Warrant Shares as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers, which number shall suspension equal the maximum number of Additional Series B Warrant Shares multiplied by the SEC or quotient obtained by dividing (x) the Principal Market have been threatened, as number of Additional Common Shares actually purchased by such Buyer on the Additional Closing Date, either by (Ay) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing maximum number of Additional Common Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer is entitled to purchase on the Additional Closing Date as is set forth opposite such other documents relating to Buyer’s name in column (4) on the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.Schedule of Buyers, (iv) the aggregate Additional Purchase Price and (v) the proposed Additional Closing Date. For the avoidance of doubt, there shall be not more than one (1)

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closing (the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable "Additional Closing Date," and together with the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the Trading Day immediately following the six (6) month anniversary of the Initial Closing Date (or if the six (6) month anniversary of the Initial Closing Date is not a Trading Day, the second (2nd) Trading Day following such six (6) month anniversary) (or, in any case, such other date and time as is mutually agreed to by each Buyer and the Company), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d). On the day that all Initial Preferred Shares have been redeemed or converted in full, the Company shall deliver a written notice to each of the following conditionsBuyers indicating such fact. Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), provided that these conditions are for each Buyer's sole benefit Buyer shall purchase, and may be waived by the Company shall sell to each such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer at as set forth in column 3(b) and column 4(b) of the Schedule of Buyers, respectively. If the Company has not satisfied one or more conditions to the Additional Closing, subject to the conditions set forth in Section 6(b), each Buyer may elect, by written notice to the Company, to waive any such condition or conditions, and may elect to purchase all or any portion of the Additional Closing pursuant to this Agreement Preferred Shares and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being contemplated to be purchased by such Buyer at such as set forth in the immediately preceding sentence. The location of the Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received be at the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Notwithstanding anything herein to the contrary, if the Additional Closing does not occur by the third (3rd) Trading Day immediately following the six (6) month anniversary of the Initial Closing Date (or such other date as is mutually agreed to by each Buyer and the Company) (the "Additional Closing Termination Date"), then (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants shall terminate, and (ii)any "lock-up" or similar provisions contained in (a) Section 4(o)(ii) below, (b) Section 2(a)(xxiv)(J), the first sentence of Section 11, the third, fourth and sixth sentences of Section 12, Section 14(c), and Section 14(e) of the Certificate of Designations, and (c) in each of the Lock-Up Agreements (as defined below) (collectively, the "Lock-Up Provisions") shall be deemed to have expired on the Additional Closing Termination Date. In addition, if pursuant to this paragraph the Buyers, in the aggregate, elect to purchase less than 4,000 Additional Preferred Shares at the Additional Closing, (i) the Company's outside counselobligation to sell any Additional Preferred Shares and Additional Warrants not elected to be purchased, dated as of and the Buyer's obligation to purchase such Additional Closing DatePreferred Shares and Additional Warrants, in substantially shall terminate, and (ii) the form of Exhibit G attached hereto. (iii) The Company Lock-Up Provisions shall be deemed to have delivered to such Buyer a copy of expired on the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation date and time of each Buyer hereunder to purchase the Additional Notes and Closing (the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable "Additional Closing Date" and, together with the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of each satisfaction (or waiver) of the following conditionsconditions to the Additional Closing set forth in Sections 6(b) and 7(b) below as provided therein, provided that these conditions are for each Buyer's sole benefit and may be that, unless waived by such Buyer at any time in its sole discretion discretion, no Buyer shall be obligated to close earlier than the tenth (10th) Trading Day after the date on which both (1) the Stockholder Approval (as defined below) has been obtained and (2) one or more Registration Statements (as defined in the Registration Rights Agreement) covering all of the Registrable Securities (as defined in the Registration Rights Agreement) pursuant the Registration Rights Agreement has been declared effective by the SEC. The Company shall deliver a written notice (the "Company Additional Closing Notice"), providing whether the Company with prior written notice thereof: (i) The has satisfied the conditions to an Additional Closing set forth in Section 7(b). If the Company and each of its Subsidiaries shall have duly executed and delivered has not satisfied one or more conditions to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated Closing set forth in such principal amounts as such Buyer shall requestSection 7(b), being purchased by such Buyer the Company shall not be entitled to require the Buyers to purchase Additional Notes at such Additional Closing pursuant and no Buyer shall be required to this Agreement and purchase Additional Notes unless the conditions to the Additional Closing set forth in Section 7(b) have been satisfied (Cor waived) the related Additional Warrants (allocated prior to December 1, 2015, but each Buyer may elect, in such amounts as such Buyer's sole and absolute discretion, by written notice to the Company (a "Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant Notice") to this Agreement. waive any such condition or conditions, and may elect to purchase the Additional Notes as set forth opposite such Buyer's name in column (ii3)(b) Such Buyer of the Schedule of Buyers. The location of the Additional Closing shall have received be at the opinion offices of S▇▇▇▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇ L.L.P.LLP, the Company's outside counsel▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, dated as of such Additional Closing Date▇▇▇ ▇▇▇▇, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. As used herein "Trading Day" means any day on which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed is traded on the Principal Market and (II) shall not have been suspendedMarket, as of such Additional Closing Dateor, by the SEC or if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the Principal Market nor shall suspension by closing time of trading on such exchange or market, then during the SEC or the Principal Market have been threatenedhour ending at 4:00 p.m., as of such Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xiNew York Time). (xii) The Company shall have obtained all governmental, regulatory, corporate or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), ) which are being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion opinions of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Company's outside counsel, dated as of such the Additional Closing Date, in substantially the form of Exhibit G EXHIBIT D attached hereto. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Additional Closing Date and the Company shall have delivered cause its transfer agent to deliver a letter to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agentthat effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries (other than Inksure Ltd.) in such entity's jurisdiction of formation issued by the Secretary of State of the State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd.jurisdiction, as of a date within ten (10) 10 days of such the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd.conducts business, as of a date within ten (10) 10 days of such the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction State of formation Delaware within 10 days of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such BuyerResolutions, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its SubsidiariesBylaws, each as in effect at such the Additional Closing, in the form attached hereto as Exhibit H.EXHIBIT E. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate shall be true and correct in all respects) as of the date when made and as of such the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such the Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I.EXHIBIT F; provided, that Buyer shall be entitled to not consummate an Additional Closing if the Representation Certificate is not acceptable to such Buyer, in its sole discretion. Nothing herein shall be deemed a representation, warranty, covenant or agreement that the representations and warranties contained herein that are described in the Representation Certificate (as defined below) shall be true and correct as of the Additional Closing Date. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such the Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and Market, (II) shall not have been suspended, as of such the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or and (BIII) by falling during any day during the ninety (90) Trading Days prior to the Additional Closing Date, shall not have fallen below the minimum listing maintenance requirements of the Principal Market. (xi) The Company shall have delivered to each Buyer the Lock-up Agreements executed and delivered by each of the Persons listed on Schedule 7(a)(xi). (xii) The Company shall have obtained all governmental, regulatory, corporate regulatory or third party consents and approvals, if any, necessary for the sale of the Securitiesapplicable Additional Notes. (xii) No Event of Default (as defined in the Notes) shall have occurred and be continuing. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xiv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes Common Shares and the related Additional Warrants at an each of the applicable Additional Closing Closings is subject to the satisfaction, at or before each of the applicable Additional Closing DateDates, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company and each of its Subsidiaries shall have duly executed and delivered undertaken to such Buyer each of deliver, within three (3) Business Days following the following documents to which it is a party: applicable Additional Closing Date (A) each of the Transaction Documents, (B) certificates for the Additional Notes Common Shares (allocated in such principal amounts denominations as such Buyer shall request), ) being purchased by such Buyer at such the applicable Additional Closing pursuant to this Agreement and (CB) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such the applicable Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P.Cooley Godward LLP, the Company's outside counsel, dated as of such Additional the applicab▇▇ ▇▇▇itional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit G D attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, Instructions shall remain in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing effect as of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other than the Subsidiaries formed in the State of Florida) as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) Business Days of such Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of such Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at such Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to such Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock issued and outstanding as of a date within five (5) days of such Additional Closing Date. (xiv) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as of such the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of such the Additional Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (xiv) The Company shall have delivered to each such Buyer a certificate, executed by the Lock-up Agreements executed and delivered by each Secretary of the Persons listed on Schedule 7(a)(xi).Company and dated as of the Additional Closing Date, as to (i) the Resolutions, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the applicable Additional Closing, in the form attached hereto as Exhibit E. (xiivi) The representations and warranties of the Company shall be true and correct in all material respects (except for 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 applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have obtained performed, satisfied and complied in all governmentalmaterial respects (except for covenants, regulatoryagreements and conditions that are qualified by materiality, corporate which shall be complied with in all respects) with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or third party consents and approvalscomplied with by the Company at or prior to the applicable Additional Closing Date. Such Buyer shall have received a certificate, if any, necessary for executed by the sale Chief Executive Officer of the Securities.Company, dated as of the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit F. (xiii) The Company shall have submitted to the Principal Market a Listing of Additional Shares notification in connection with the transactions contemplated hereby and the Principal Market shall have approved, orally or in writing, the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities. (xivvii) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.