Common use of Additional Closing Date Clause in Contracts

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyer. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such Additional Closing. (x) The Company shall have delivered to such Buyer certified copies of its Articles of Incorporation and Bylaws, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xii) 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 the Company hereunder to issue and sell the Additional Units to each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants at the Additional Closing is subject to the delivery to the Company of the Additional Notice by the Buyer and the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyerthe Company's sole benefit and may be waived by such Buyer the Company at any time in its sole discretiondiscretion by providing each Buyer with written notice thereof: (i) The Articles Such Buyer shall have delivered to the Company the Purchase Price for the Additional Units being purchased by such Buyer at the Additional Closing by wire transfer of Amendment shall be in full force and effect and shall not have been amended since immediately available funds pursuant to the Initial Closing Date, and a copy thereof certified wire instructions provided by the Secretary of State of the State of Florida shall have been delivered to such BuyerCompany. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company such Buyer in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and the Company such Buyer 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 such Buyer at or prior to the respective Additional Closing Date. Such Buyer . (iii) No suit, action or other proceeding shall have received a certificate, executed been commenced (and be pending) which seeks to restrain or prohibit or questions the validity or legality of the transactions contemplated by the Chief Executive Officer of the CompanyTransaction Documents, dated as of nor shall any such Additional Closing Datesuit, to the foregoing effect and as to such other matters as may action or proceeding be reasonably requested by such Buyer including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) abovethreatened. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing DateAll consents, in formPermits, scope authorizations, approvals, waivers and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) amendments required for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board consummation of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such Additional Closing. (x) The Company shall have delivered to such Buyer certified copies of its Articles of Incorporation and Bylaws, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xii) 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 requestthe Transaction Documents shall have been obtained.

Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Company shall have been duly executed and delivered to such BuyerBuyer the Additional Preferred Shares (in such numbers as such Buyer shall request) being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 in the form attached hereto as to such other matters as may Exhibit E. (iii) The Common Stock (I) shall be reasonably requested by such Buyer includingdesignated for quotation or listed on the Principal Market and (II) shall not have been suspended, without limitation, an update as of such the Additional Closing Date regarding Date, by the representation contained 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 the Additional Closing Date, either (A) in Section 3(cwriting by the SEC or the Principal Market or (B) aboveby falling below the minimum maintenance requirements of the Principal Market. (iv) Such Buyer The Company shall have received obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the opinion sale of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached heretoSecurities. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board Certificate of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, Designations in the form of attached hereto as Exhibit D attached hereto, A shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by filed with the Secretary of State of such state the State of incorporation as of a date within 10 days of such Additional Closing. (x) The Company Delaware and shall have delivered to such Buyer certified copies of its Articles of Incorporation be in full force and Bylawseffect, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, enforceable against the Company in accordance with its terms and shall not have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelybeen amended. (xii) 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 Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyer. (ii) The Common Stock shall be authorized for quotation on The the Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of on the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXDate. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel 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 C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such the Additional Closing. (vi) The Board of Directors of the Company shall have adopted, adopted resolutions consistent with Section 3(b)(ii) above and shall not have amended, the Resolutions in a form reasonably acceptable to such BuyerBuyer (the "Resolutions"). (vii) As of such 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 and the exercise of the WarrantsShares, a number of shares of Common Stock equal to at least 150200% of the number of shares of Common Stock which would be Conversion Shares issuable upon conversion and exercise in full, as the case may be, of the then Preferred Shares outstanding on the Additional Closing Date (after giving effect to the Preferred Shares to be issued on such Additional Closing Date and assuming all such outstanding Preferred Shares and Warrants, including for were fully convertible or exercisable on such purposes date regardless on any Preferred Shares and Warrants to be issued at limitation on the timing or amount of such Additional Closingconversions or exercises). (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such the Additional Closing. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the Additional Closing. (xi) The Company shall have delivered to such Buyer a certified copies copy of its Articles of Incorporation as certified by the Secretary of State of the State of Florida within ten days of the Additional Closing Date. (xii) The Company shall have delivered to such Buyer a secretary's certificate, dated as the Initial Closing Date, as to (i) the resolutions described in Section 7(a)(vii), (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at such the Additional Closing. (xixiii) During The Company shall have delivered to such Buyer copies of proxy agreements, in a form reasonably acceptable to such Buyer, executed by each executive officer and director of the period beginning on Company pursuant to which such persons agree to vote in favor of the matters described in Section 4(j). (xiv) The conditions to the Additional Share Notice Date and ending Closing set forth in Section 1(c) shall have been satisfied on and including or before the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xiixv) 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 Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Company shall have been duly executed and delivered to such BuyerBuyer the Additional Preferred Shares (in such numbers as such Buyer shall request) being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 in the form attached hereto as to such other matters as may Exhibit E. (iii) The Common Stock (I) shall be reasonably requested by such Buyer includingdesignated for quotation or listed on the Principal Market and (II) shall not have been suspended, without limitation, an update as of such the Additional Closing Date regarding Date, by the representation contained 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 the Additional Closing Date, either (A) in Section 3(cwriting by the SEC or the Principal Market or (B) aboveby falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) Such Buyer shall have received the opinion of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P., the Company's counsel outside counsel, 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 C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, . (vi) The Series D Certificate of Designations in the form attached hereto as Exhibit A-1 shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by filed with the Secretary of State of such state the State of incorporation as of a date within 10 days of such Additional Closing. (x) The Company Delaware and shall have delivered to such Buyer certified copies of its Articles of Incorporation be in full force and Bylawseffect, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, enforceable against the Company in accordance with its terms and shall not have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelybeen amended. (xii) 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 Preferred Shares Notes and the related Additional Warrants at the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles Company shall have executed and delivered to such Buyer the Additional Notes (in such principal amounts as such Buyer shall request) and related Additional Warrants (in such amounts as such Buyer shall request), in each case which are being purchased by such Buyer at the applicable Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinion of Amendment shall be in full force and effect and shall not have been amended since (x) Mayer, Brown, ▇▇▇▇ & Maw LLP, the Initial Company’s counsel, dated as of the applicable Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-1 attached hereto, and (y) the General Counsel to the Company, dated as of the applicable Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-2 attached hereto. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the applicable Additional Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of Maryland as of a date within 10 days of the applicable Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy thereof of the Certificate of Incorporation as certified by the Secretary of State of the State of Florida Delaware within 10 days of the applicable Additional Closing Date. (vii) The Company shall have been delivered to such Buyer. Buyer a certificate, executed by the Secretary of the Company dated as of the applicable Additional Closing Date, as to (i) the Resolutions, (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Marketthe Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Nasdaq National Marketapplicable Additional Closing, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX.form attached hereto as Exhibit I. (iiiviii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update in the form attached hereto as of such Additional Closing Date regarding the representation contained in Section 3(c) above.Exhibit J. (ivix) Such In the event that the Company is requiring the purchase of Additional Notes pursuant to a Company Additional Note Notice, such Buyer shall have received a certificate, executed by the opinion Chief Executive Officer of the Company's counsel , dated as of such the applicable Additional Closing Date, stating that the Conditions to Company Additional Note Notice set forth in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (vSection 1.3(c)(i) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such Additional Closingsatisfied. (x) The Company shall have delivered to such Buyer certified copies a letter from the Company’s transfer agent certifying the number of its Articles shares of Incorporation and Bylaws, each Common Stock outstanding as in effect at such of a date within five days of the applicable Additional ClosingClosing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market, (II) shall not have been suspended, as of 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 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 for the requisite period and (III) during any day during the ninety (90) Trading Days prior to the applicable Additional Closing Date, shall not have fallen below the minimum listing maintenance requirements of the Principal Market. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the applicable Additional Notes and the applicable Additional Warrants. (xiii) During the period beginning on the Additional Share Notice Initial Closing Date and ending on and including the applicable Additional Closing Date, neither the Company nor any of its Subsidiaries shall have delivered Conversion Shares upon conversion 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 Preferred Shares and Warrant Shares upon exercise Company or any of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelyits Subsidiaries. (xiixiv) 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 Additional Notes and the Additional Preferred Shares and from the related Warrants Company at the any Additional Closing is subject to the satisfaction, at or before the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyeroccurred. (ii) The Common Stock Company shall be authorized for quotation on The Nasdaq SmallCap Market, have complied with the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion requirements of Section 1(b) (including the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX Note Issuance Amount Limitations) and all of the Conversion Shares and Warrant Shares issuable upon conversion Additional Sale Notice Election Conditions set forth in Section 1(d) shall have been satisfied as of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXDate. (iii) 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 to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 as of such 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 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 the respective 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 7(b)(ii)) and as to such other matters as may be reasonably requested by such Buyer includingBuyer, without limitation, including an update as of such Additional Closing Date regarding of the representation representations and related schedule contained in Section 3(c) aboveabove and an update of Schedules 3(a), 3(f), 3(g), 3(h), 3(n), 3(q), 3(s), 3(w), 3(bb) and 3(cc) hereto. (iv) Such Buyer shall have received (A) the opinion of Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or such other law firm (or firms) as is reasonably acceptable to the Company's counsel Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on such Additional Closing Date), dated as of such Additional Closing Date, which opinion will address, among other things, laws of the Province of Alberta and the federal laws of Canada, including securities laws and laws relating to withholding taxes, applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C K attached hereto, (B) the opinion of Goodmans LLP (or such other law firm (or firms) as is reasonably acceptable to the Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on the Additional Closing Date), dated as of such Additional Closing Date, which opinion will address, among other things, laws of the Province of Ontario, including securities laws, applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit L attached hereto; (C) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (or such other law firm (or firms) as is reasonably acceptable to the Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on such Additional Closing Date), dated as of such Additional Closing Date, which opinion will address, among other things, laws of the State of Michigan applicable to the transactions contemplated hereby and the security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit M hereto, (D) the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or such other law firm (or firms) as is reasonably acceptable to the Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on such Additional Closing Date), dated as of such Additional Closing Date, which opinion will address, among other things, laws of the States of Delaware, New York and Texas applicable to the transactions contemplated hereby and the security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit N attached hereto, and (E) the opinion of such law firm (or firms) as is reasonably acceptable to the Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of Additional Notes on such Additional Closing Date, dated as of such Additional Closing Date, which opinion will address among other things, to the extent applicable, laws of the States of Montana and Wyoming (as well as any other jurisdictions in which the Company has properties or assets as of such Additional Closing Date) applicable to the transactions contemplated hereby and the security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer. (v) The Company shall have executed and delivered to such Buyer the Warrants Note Certificates and the Stock Share Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Notes and the Additional Shares being purchased by to be issued to such Buyer at such Additional ClosingClosing and Subscription Receipts for the Additional Shares to be issued to such Buyer on each of the dates that are six (6) months, 12 months and 18 months after such Additional Closing Date. (vi) The Board Boards of Directors of the Company and its Subsidiaries shall have adopted, and shall not have amended, the Resolutions rescinded or otherwise amended or modified resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such BuyerBuyer with respect to the issuance at such Additional Closing Date of the Additional Notes and the related Shares being purchased by the Buyers at such Additional Closing Date (the “Additional Closing Resolutions”). (vii) As The Irrevocable Transfer Agent Instructions shall remain in effect as of such Additional Closing Date, and the Company shall have reserved out of its authorized and unissued Common Stock, solely for caused the purpose of effecting Transfer Agent to deliver a letter to the conversion of the Preferred Shares and the exercise of the Warrants, a number of shares of Common Stock equal Buyers to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closingthat effect. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary Subsidiary in such corporation's entity’s state or other jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state of incorporation or organization as of a date within 10 ten (10) days of such Additional ClosingClosing Date. (xix) The Company shall have delivered to such Buyer certified copies a secretary’s certificate, dated as of its such Additional Closing Date, certifying as to (A) the Additional Closing Resolutions, (B) the Articles of Incorporation and the Corporation, certified as of a date within ten (10) days of such Additional Closing Date, by the Alberta Registrar of Corporations, (C) the Bylaws, each as in effect at such Additional Closing, (D) the organizational documents of each Subsidiary, certified as of a date within ten (10) days of such Additional Closing by the applicable governmental authority of the applicable jurisdiction, and (E) the by-laws, limited partnership agreement or limited liability company agreement of each Subsidiary, as the case may be. (x) The Company shall have made all filings under all applicable U.S. and Canadian federal and state, provincial and territorial securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the The Company shall have delivered Conversion to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Shares upon conversion outstanding as of the Preferred Shares and Warrant Shares upon exercise a date within five (5) days of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelysuch Additional Closing Date. (xii) 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 Preferred Shares and the related Warrants Notes at the an Additional Closing is subject to the satisfaction, at or before the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Company shall have been executed and delivered to such BuyerBuyer the Additional Notes (in such principal amounts as such Buyer shall request) which are being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) The Common Stock Such Buyer shall be authorized for quotation on The Nasdaq SmallCap Markethave received the opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, the Nasdaq National MarketCompany's outside counsel, NYSE or AMEX, trading in the Common Stock issuable upon conversion dated as of the Additional Preferred Shares Closing Date in form acceptable to the Buyer and that the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXCompany is in good standing with its attorneys. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the Additional Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect. (iv) The Company shall have delivered to such Buyer a certificate, executed by the Chief Executive Officer of the Company 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 Additional Closing, in the form attached hereto as Exhibit E. (v) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 includingBuyer; Nothing herein shall be deemed a representation, without limitationwarranty, an update 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 such Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing letter from the incorporation and good standing Company's transfer agent certifying the number of the Company and each subsidiary in such corporation's state shares of incorporation issued by the Secretary of State of such state of incorporation Common Stock outstanding as of a date within 10 five days of such the Additional ClosingClosing Date. (xvii) The Common Stock (I) shall be designated for quotation or listed on the Principal Market, (II) shall not have been suspended, as of 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 the Additional Closing Date, in writing by the SEC or the Principal Market and (III) 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. (viii) The Company shall have delivered to such Buyer certified copies obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of its Articles of Incorporation and Bylaws, each as in effect at such the applicable Additional ClosingNotes. (xiix) During No Event of Default (as defined in the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company Notes) shall have delivered Conversion Shares upon conversion of the Preferred Shares occurred and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelybe continuing. (xiix) 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. (xi) The Registration Statement has been filed with the SEC.

Additional Closing Date. The obligation option of each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants Units at the Additional Closing is subject to such Buyer's delivery to the Company of an Additional Unit Notice and the satisfaction, at or before the 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 discretiondiscretion by providing the Company with written notice thereof: (i) The Articles Company shall have complied with the requirements of Amendment shall be in full force Section l(c) and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State all of the State of Florida Additional Notice Conditions set forth in Section l(d) shall have been delivered to such Buyersatisfied. (ii) The Common Stock shall be authorized for quotation on The the Nasdaq SmallCap Market, Market or the Nasdaq National Market, NYSE or AMEX, as applicable; trading in the Common Stock issuable upon conversion of the Additional Preferred Shares Debentures and the upon exercise of the related Warrants Warrants, which are to be traded on The the Nasdaq SmallCap Market, Market or the Nasdaq National Market, NYSE or AMEX as applicable, shall not have been suspended by the SEC, SEC or The Nasdaq Stock Market, Inc., NYSE or AMEX ; and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Debentures, and all of the Warrant Shares and issuable upon exercise of the related Warrants Warrants, to be sold at such the Additional Closing shall be listed upon The the Nasdaq SmallCap Market, Market or the Nasdaq National Market, NYSE or AMEXas applicable. (iii) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above3, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above). (iv) Such Buyer shall have received the opinion of the Company's counsel 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 C D attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates Debentures (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such the Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such BuyerResolutions. (vii) As of such 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 Debentures and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares Debentures and upon exercise of the then outstanding Warrants, including for such purposes any Preferred Shares Debentures and any Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state jurisdiction of incorporation issued by the Secretary of State of such state jurisdiction of incorporation as of a date within 10 days of such the Additional Closing. (xix) The Company shall have delivered to such Buyer certified copies of its Articles a secretary's certificate certifying as to (a) the Resolutions, (b) the Certificate of Incorporation and (c) Bylaws, each as in effect at such the Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xiix) 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. (xi) No suit, action or other proceeding shall have been commenced (and be pending) which seeks to restrain or prohibit or questions the validity or legality of the transactions contemplated by the Transaction Documents, nor shall any such suit, action or proceeding be threatened. (xii) All consents, Permits, authorizations, approvals, waivers and amendments required for the consummation of the transactions contemplated by the Transaction Documents shall have been obtained.

Additional Closing Date. (i) The obligation of each Buyer the Company hereunder to purchase issue and sell the Additional Preferred D Shares and the related Warrants to Buyers at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's the Company’s sole benefit and may be waived by such Buyer the Company at any time in its sole discretion: (i) A. The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Buyers shall have been delivered to such Buyer. (ii) The Common Stock shall be authorized the Company the Purchase Price for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred D Shares (and Warrants) being purchased by Buyers at the exercise Additional Closing by wire transfer of immediately available funds pursuant to the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended wire instructions provided by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXCompany. (iii) B. The representations and warranties of the Company Buyers contained herein shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 as of that date), and the Company Buyers 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 Buyers at or prior to the respective Additional Closing Date. Such Buyer The Company shall have received a certificatecertificate from each Buyer, executed by the Chief Executive Officer of such Buyer or other person reasonably satisfactory to the Company, dated as of such Additional the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) aboveeffect. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached heretoC. The Stockholder Approval Condition has been satisfied. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such Additional Closing. (x) The Company shall have delivered to such Buyer certified copies of its Articles of Incorporation and Bylaws, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xii) 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 Preferred Shares and the related Additional Warrants at the Additional Closing is subject to the satisfaction, at or before the 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: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyer. (ii) The Common Stock shall be authorized for quotation quotation, listing or trading on The Nasdaq SmallCap the Principal Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX Principal Market shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE SEC or AMEX the Principal Market at any time after the Initial Closing Date and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and or exercise of the related Warrants Additional Warrants, as the case may be, to be sold at such the Additional Closing shall be listed or quoted upon The Nasdaq SmallCap the Principal Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents or the Articles of Amendment to be performed, satisfied or complied with by the Company at or prior to the respective Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chairman ( so long as the Chairman is an executive officer) or 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 including, without limitation, an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's outside counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and substantially in substantially the form of Exhibit C attached hereto.. --------- (v) The Company shall have executed and delivered to such Buyer the Additional Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such the Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such BuyerResolutions. (vii) As of such 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 and the exercise of the Additional Warrants, a number of shares of Common Stock equal to at least 150(A) 200% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, full of the then outstanding Preferred Shares and (B) 100% of the number of shares of Common Stock which would be issuable upon exercise in full of the then outstanding Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such the Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in --------- writing by the Company's transfer agentagent and shall be in effect as of the Additional Closing Date. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation Florida as of a date within 10 ten days of such the Additional ClosingClosing Date. (x) The Company shall have delivered to such Buyer certified copies of its a secretary's certificate certifying as to (a) the Resolutions, (b) the Articles of Incorporation and (c) Bylaws, each as in effect at such the Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the respective Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelyAmendment. (xii) The Company shall have delivered to such Buyer a certified copy of its Articles of Incorporation as certified by the Secretary of State of the State of Florida within ten days of the Additional Closing Date. (xiii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Additional Closing Date. (xiv) The Company shall have complied with the conditions of Section 1(d). (xv) The Registration Statement covering the Conversion Shares issuable upon conversion of the Additional Preferred Shares to be issued at the Additional Closing shall have been declared effective by the SEC within 90 days of the Company's receipt of the Additional Share Notice, shall be available for resale of the Conversion Shares and Warrant Shares on the Additional Closing Date and shall cover at least (A) 200% of the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Preferred Shares and (B) 100% of the number of shares of Common Stock which would be issuable upon exercise in full of the then outstanding Warrants, including for such purposes any Preferred Shares and Warrants to be issued at the Additional Closing. (xvi) 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 Preferred Shares Notes and the related Additional Warrants at each of the applicable Additional Closing Closings is subject to the satisfaction, at or before each of the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles Company shall have executed and delivered to such Buyer the Additional Notes (in such principal amounts as such Buyer shall request) and related Additional Warrants (in such principal amounts as such Buyer shall request) being purchased by such Buyer at the applicable Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received the opinions of Amendment shall be in full force Milbank, Tweed, Hadley & McCloy LLP, the Company's outside counsel, and effect and shall not have been amended since Brian O'Donog▇▇▇, ▇he ▇▇▇▇▇▇y's General Counsel, each dated as of the Initial ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇tional Closing Date, in substantially the form of Exhibits H-1 and H-2 attached hereto. (iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the applicable Additional Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect. (iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation, to the extent required by Section 3(a), as of a date within 10 days of the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State of the State of New York as of a date within 10 days of the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy thereof of the Certificate of Incorporation as certified by the Secretary of State of the State of Florida Delaware within 10 days of the applicable Additional Closing Date. (vii) The Company shall have been delivered to such Buyer. Buyer a certificate, executed by the Secretary of the Company dated as of the applicable Additional Closing Date, as to (i) the Resolutions, (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Marketthe Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Nasdaq National Marketapplicable Additional Closing, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX.form attached hereto as Exhibit I. (iiiviii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of attached hereto as Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent.J. (ix) The Company shall have delivered to such Buyer a certificate evidencing letter from the incorporation and good standing Company's transfer agent certifying the number of the Company and each subsidiary in such corporation's state shares of incorporation issued by the Secretary of State of such state of incorporation Common Stock outstanding as of a date within 10 five days of such the applicable Additional ClosingClosing 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 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 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 such Buyer certified copies obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of its Articles of Incorporation the Additional Notes and Bylaws, each as in effect the Additional Warrants being purchased at such the applicable Additional Closing. (xixii) During the period beginning on the Initial Closing Date and ending on and including the applicable Additional Share Notice Closing Date, neither the Company nor any of its Subsidiaries shall have been in 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 Company or any of its Subsidiaries. (xiii) During the period beginning on the Initial Closing Date and ending on and including the Additional Closing Date, there shall not have occurred (A) an Event of Default or (B) consummation of a Change of Control (as defined in the Company shall have delivered Conversion Shares upon conversion Notes) or a public announcement of the Preferred Shares and Warrant Shares upon exercise a pending, proposed or intended Change of the Warrants Control, which has not been abandoned or terminated prior to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelyapplicable Additional Closing Date. (xiixiv) 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 Additional Notes and Additional Warrants from the Additional Preferred Shares and the related Warrants Company at the any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived only by such Buyer at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyeroccurred. (ii) The Common Stock Company shall be authorized for quotation on The Nasdaq SmallCap Market, have complied with the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion requirements of Section 1(b) (including the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX Note Issuance Amount Limitations) and all of the Conversion Shares and Warrant Shares issuable upon conversion Additional Sale Notice Election Conditions set forth in Section 1(d) shall have been satisfied as of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXDate. (iii) The representations and warranties of the Company (including any exceptions thereto contained in the schedules hereto) shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 as of such 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, have a Material Adverse Effect as determined by such Buyer, in good faith, in its sole discretion, 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 the respective 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 includingBuyer, without limitation, including an update as of such Additional Closing Date regarding of the representation representations and related schedule contained in Section 3(c) aboveabove and an update of Schedules 3(a), 3(f), 3(g), 3(h), 3(n), 3(q), 3(s), 3(v), 3(aa) and 3(bb) hereto. (iv) Such Buyer shall have received (A) the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP (or such other law firm as is reasonably acceptable to the Company's counsel Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on such Additional Closing Date), dated as of such Additional Closing Date, which opinion will address, among other things, laws of the State of Colorado applicable to the transactions contemplated hereby, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C K attached hereto and (B) the opinions of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, ▇▇▇▇▇ & Bolt, LLC, and ▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ (or such other law firms as are reasonably acceptable to the Buyers being obligated to purchase at least two-thirds (2/3) of the aggregate principal amount of the Additional Notes on such Additional Closing Date), each dated as of such Additional Closing Date, which opinions will collectively address, among other things, certain laws of the States of Kansas, Wyoming and Texas (and any other states in which the Company has properties or assets as of such Additional Closing Date) applicable to the security interests provided pursuant to the Security Agreement, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit L attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants Note Certificates and the Stock Certificates Additional Warrants (in such denominations as such Buyer shall request) for the Additional Preferred Shares Notes and Additional Warrants being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions rescinded or otherwise amended or modified resolutions consistent with Section 3(b) above and in a form reasonably acceptable to such BuyerBuyer with respect to the issuance at such Additional Closing Date of the Additional Notes and Additional Warrants being purchased by the Buyers at such Additional Closing Date. (vii) As of such 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 and the exercise of the Warrants, a at least the number of shares of Common Stock equal to at least 150100% of the sum of (A) the aggregate number of shares issuable as of Common Stock which would such Additional Closing Date upon exercise of all Warrants outstanding immediately prior thereto, and (B) the aggregate number of shares that may be issuable acquired as of such Additional Closing Date upon conversion exercise of all Additional Warrants issued and exercise in full, as the case may be, sold to all of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional ClosingBuyers thereat. (viii) The Irrevocable Transfer Agent Instructions, Instructions shall remain in effect as of such Additional Closing Date and the form of Exhibit D attached hereto, Company shall have been delivered caused the Transfer Agent to and acknowledged in writing by deliver a letter to the Company's transfer agentBuyers to that effect. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary Subsidiary in such corporationentity's state or other jurisdiction of incorporation or organization issued by the Secretary of State (or other applicable authority) of such state of incorporation or organization as of a date within 10 ten (10) days of such Additional ClosingClosing Date. (x) The Company shall have delivered to such Buyer certified copies a secretary's certificate, dated as of its such Additional Closing Date, certifying as to (A) the Resolutions, (B) the Articles of Incorporation Incorporation, certified as of a date within ten (10) days of such Additional Closing Date, by the Secretary of State of the State of Colorado and (C) the Bylaws, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the The Company shall have delivered Conversion Shares upon conversion made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Preferred Shares and Warrant Shares upon exercise of the Warrants Securities pursuant to the Buyers on a timely basis as set forth this Agreement in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelycompliance with such laws. (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 outstanding as of a date within five (5) days of such Additional Closing Date. (xiii) 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. (i) The obligation of each Buyer Buyers hereunder to purchase the Additional Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit of the Buyers and may be waived by such Buyer a Buyer, with respect to it, at any time in its sole discretion: (i) A. The Articles Certificate of Amendment shall be in full force and effect and shall not have been amended amended, without the knowledge or consent of the Buyers, since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida New York shall have been delivered to such BuyerBuyers. (ii) B. The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended from trading on or delisted from such market, nor shall delisting or suspension by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXmarket have been threatened in writing. (iii) C. The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 as of that 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 or the Certificate of Amendment to be performed, satisfied or complied with by the Company at or prior to the respective 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 including, without limitation, which also shall include an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer D. Buyers shall have received the opinion of the Company's counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, dated as of such the Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and Date in substantially the form of Exhibit C V attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such Additional Closing. (x) The Company shall have delivered to such Buyer certified copies of its Articles of Incorporation and Bylaws, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xii) 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 Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Company shall have been duly executed and delivered to such BuyerBuyer the Additional Preferred Shares (in such numbers as such Buyer shall request) being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 in the form attached hereto as to such other matters as may Exhibit E. (iii) The Common Stock (I) shall be reasonably requested by such Buyer includingdesignated for quotation or listed on the Principal Market and (II) shall not have been suspended, without limitation, an update as of such the Additional Closing Date regarding Date, by the representation contained 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 the Additional Closing Date, either (A) in Section 3(cwriting by the SEC or the Principal Market or (B) aboveby falling below the minimum maintenance requirements of the Principal Market. (iv) Such Buyer The Company shall have received obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the opinion sale of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached heretoSecurities. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board Certificate of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, Designations in the form of attached hereto as Exhibit D attached hereto, A shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary in such corporation's state of incorporation issued by filed with the Secretary of State of such state the State of incorporation as of a date within 10 days of such Additional Closing. (x) The Company Delaware and shall have delivered to such Buyer certified copies of its Articles of Incorporation be in full force and Bylawseffect, each as in effect at such Additional Closing. (xi) During the period beginning on the Additional Share Notice Date and ending on and including the Additional Closing Date, enforceable against the Company in accordance with its terms and shall not have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectivelybeen amended. (xii) 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 Preferred Shares and the related Additional Warrants at the an Additional Closing is subject to the satisfaction, at or before the such 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 discretiondiscretion by providing the Company with prior written notice thereof: (i) The Articles Company shall have duly executed and delivered to such Buyer each of Amendment the Transaction Documents including, without limitation, (i) the Additional Preferred Shares (allocated in such amounts as such Buyer shall be request), being purchased by such Buyer at the Additional Closing pursuant to this Agreement, and (ii) the related Additional Warrants (allocated in full force and effect and such amounts as such Buyer shall not request) being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have been amended since received the Initial opinion of Smith, Anderson, Blount, Dorsett, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., the Company's counsel, dated as of the Additional Closing Date, and in substantially the form of Exhibit F attached hereto. (iii) The Company shall have delivered to such Buyer a copy thereof of the Irrevocable Transfer Agent Instructions, in the form of Exhibit E 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 its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office or a bring-down certificate from Corporation Service Company) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within 10 days of the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Florida Delaware (or a fax or pdf copy of such certificate) within ten (10) days of the Additional Closing Date. (vii) The Company shall have been delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(d) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer. , (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Marketthe Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Nasdaq National MarketAdditional Closing, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX.form attached hereto as Exhibit G. (iiiviii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such for those representations and warranties is already that are qualified as to by materiality in Section 3 aboveor Material Adverse Effect, in which case, such representations and warranties shall be true and correct without further qualificationin all respects) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such Buyer. (vii) As of such 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 and the exercise of the Warrants, a number of shares of Common Stock equal to at least 150% of the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants to be issued at such Additional Closing. (viii) The Irrevocable Transfer Agent Instructions, in the form of attached hereto as Exhibit D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent.H. (ix) The Company shall have delivered to such Buyer a certificate evidencing letter from the incorporation and good standing Company's transfer agent certifying the number of the Company and each subsidiary in such corporation's state shares of incorporation issued by the Secretary of State of such state of incorporation Common Stock outstanding as of a date within 10 five days of such the Additional ClosingClosing 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 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 Current Report on Form 8-K filed by the Company on October 14, 2011, as of 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 obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xii) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to such Buyer certified copies of its Articles of Incorporation the Prospectus and Bylaws, each the Prospectus Supplement as in effect at such Additional Closingrequired thereunder. (xixiii) During No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (xiv) Each of the Lock-Up Agreements shall be in full force and effect, enforceable against each of the parties set forth in Exhibit C hereto in accordance with their terms, and no default under any such Lock-Up Agreement shall have occurred. (xv) The Preferred Shares issued pursuant to the Initial Closing shall have been converted or redeemed in full. (xvi) Certificate of Designations in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect, and shall not have been amended. (xvii) The arithmetic average of the VWAPs (as defined in the Certificate of Designations) of the Common Stock during the ten (10) consecutive Trading Day period beginning ending on the Trading Day immediately prior to the Additional Share Notice Closing Date shall be not less than $1.15 (as adjusted for stock splits, stock dividends, reverse stock splits and similar events). (xviii) The Company shall be able to issue all shares of Common Stock underlying (i) the Additional Preferred Shares (assuming, for purposes of this closing condition, that such Additional Preferred Shares are convertible into Common Stock at 80% of the lower of (A) the VWAP (as defined in the Certificate of Designations) of the Common Stock on the Trading Day immediately preceding the Additional Closing Date and ending on (B) the Company Conversion Price (as defined in the Certificate of Designations, but calculated as of the Trading Day immediately preceding the Additional Closing Date instead of the Installment Settlement Date)) and including (ii) the Warrants without (x) breaching, or otherwise being limited by, the Exchange Cap (as defined in the Certificate of Designations), to the extent then applicable, or (y) triggering a failure by the Company to have a sufficient number of shares of Common Stock authorized for such issuance. (xix) All Equity Conditions (as defined in the Certificate of Designations) shall have been satisfied as of the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xiixx) 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 Preferred Shares and the related Warrants at the Additional Closing is subject to the satisfaction, at or before the 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: (i) The Articles Certificate of Amendment Designations shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State The Commonwealth of Florida Massachusetts shall have been delivered to such Buyer. (ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap the Principal Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by Principal Market or the SEC, The Nasdaq Stock Market, Inc., NYSE SEC on or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of at any time prior to the Additional Preferred Shares Closing Date and the related Warrants Company shall not have been notified of any pending or threatened proceeding or other action to be sold at such delist or suspend the Common Stock on or prior to the Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEXDate. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 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 the respective 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 including, without limitation, an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above. (iv) Such Buyer shall have received the opinion of the Company's counsel 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 EXHIBIT C attached hereto. (v) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such the Additional Closing. (vi) The Board of Directors of the Company shall have adopted, and shall not have amended, adopted the Resolutions in a form reasonably acceptable to such BuyerResolutions. (vii) As of such 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 and the exercise of the WarrantsShares, a number of shares of Common Stock equal to at least 150200% of the number of Conversion Shares issuable upon conversion of the Preferred Shares outstanding on the Additional Closing Date (after giving effect to the Preferred Shares to be issued on such Additional Closing Date and assuming all such outstanding Preferred Shares were fully convertible or exercisable on such date regardless on any limitation on the timing or amount of such conversions or exercises) which such number of shares of Common Stock which would shall be issuable upon conversion and exercise in full, as the case may be, of the then outstanding Preferred Shares and Warrants, including for such purposes any Preferred Shares and Warrants fully available to be issued at such Additional Closingas Conversion Shares under Rule 4460 of the Nasdaq National Market. (viii) The Irrevocable Transfer Agent Instructions, in the form of Exhibit EXHIBIT D attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (ix) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary Subsidiary in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of such the Additional Closing. (x) The Company shall have delivered to such Buyer a certified copies copy of its Articles of Incorporation Organization as certified by the Secretary of State of The Commonwealth of Massachusetts within ten days of the Additional Closing Date. (xi) The Company shall have delivered to such Buyer a clerk's certificate, dated as the Additional Closing Date, as to (i) the Resolutions, (ii) the Articles of Organization and (iii) the Bylaws, each as in effect at such the Additional Closing. (xixii) During the period beginning on The conditions to the Additional Share Notice Date and ending Closing set forth in Section 1(c) shall have been satisfied on and including or before the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xiixiii) 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 Preferred Shares and the related Additional Warrants at the Additional Closing is subject to the satisfaction, at or before the each 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 the Buyer at any time in its sole discretiondiscretion by providing the Company and each Buyer with prior written notice thereof: (i) The Company shall have complied with the requirements of Section 1(c) and all of the Additional Notice Conditions and Effectiveness Conditions set forth in Section 1(d) shall have been satisfied as of the Additional Closing Date. (ii) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida Indiana shall have been delivered to such Buyer. (iiiii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, or listed on the NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended from trading on or delisted from such 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 SECminimum listing maintenance requirements of such exchanges and the Company has complied with the listing requirements of the Nasdaq National Market or the NYSE, The Nasdaq Stock Marketas applicable, Inc., NYSE or AMEX and all of for the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, as the Nasdaq National Market, NYSE or AMEXcase may be. (iiiiv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents or the Articles of Amendment to be performed, satisfied or complied with by the Company at or prior to the respective 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 may reasonably request, including, without limitation, an update as of such the Additional Closing Date regarding the representation contained in Section 3(c) above. (ivv) Such Buyer shall have received the opinion opinions of the Company's counsel Barn▇▇ & Thor▇▇▇▇▇ ▇▇▇ Snel▇ & ▇ilm▇▇ ▇▇▇ dated as of such the Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and Date in substantially the form forms of Exhibit C D, attached hereto. (vvi) The Company shall have executed and delivered to such Buyer the Warrants and the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares and the Additional Warrants being purchased by such the Buyer at such the Additional Closing. (vivii) The Board of Directors of the Company shall have adopted, and shall not have amended, the Resolutions in a form reasonably acceptable to such BuyerResolutions. (viiviii) As of such 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 and the exercise of the WarrantsShares, a number of shares of Common Stock equal to at least 150100% of the sum of (A) the number of shares of Common Stock which would be issuable upon conversion and exercise in full, as the case may be, full of the then outstanding Preferred Shares and Warrants(B) the number of shares of Common Stock which would be issuable upon conversion in full of the then outstanding Warrants (without regard to any limitations on conversion), including for such purposes any the Additional Preferred Shares and related Additional Warrants to be issued at such Additional Closing. (viiiix) The Irrevocable Transfer Agent Instructions, in the form of Exhibit D E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agentagent and shall be in effect as of the Additional Closing. (ixx) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each subsidiary 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 10 ten days of such the Additional ClosingClosing Date. (xxi) The Company shall have delivered to such Buyer a certified copies copy of its Articles of Incorporation and Bylaws, each as in effect at such Additional Closing. (xi) During certified by the period beginning on Secretary of State of the Additional Share Notice Date and ending on and including State of Indiana within ten days of the Additional Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares and Warrant Shares upon exercise of the Warrants to the Buyers on a timely basis as set forth in Section 2(f)(ii) of the Articles of Amendment and Sections 2(a) and 2(b) of the Warrants, respectively. (xii) The Company shall have delivered to such Buyer a secretary's certificate certifying as to (A) the Resolutions, (B) the Articles of Incorporation and (C) By-laws, each as in effect at the Additional Closing. (xiii) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Additional Closing Date. (xiv) The Additional Registration Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the SEC on or before the date which is 80 days after the Additional Share Notice Date. (xv) The Company shall have delivered to the Buyers such other documents relating to the transactions contemplated by this Agreement as such Buyer the Buyers or its their counsel may reasonably request.