Common use of Additional Closing Clause in Contracts

Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. The obligation of each Buyer hereunder to purchase Additional Notes at any Additional Closing shall be subject to the satisfaction (or waiver), at or before 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 discretion by providing the Company with prior written notice thereof: (i) The obligations Company and each of the Company hereunder in connection with Guarantors shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents and (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing are subject pursuant to the following conditions being met:this Agreement. i. the Company (ii) The Initial Closing shall have occurred. (iii) Such Buyer shall have received the Nasdaq Stockholder Approval;opinion of ▇▇▇▇▇ Day, the Company’s outside counsel, dated as of the Additional Closing Date, in form and substance reasonably satisfactory to such Buyer. (iv) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of the Guarantors in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) calendar days of the Additional Closing Date. (vi) The Company shall have 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(b) as adopted by the Company’s and each of the Guarantors’ respective boards of directors (or other applicable governing body), (ii. ) the accuracy certificate of incorporation of the Company and each of the Guarantors (or other applicable charter document) and (iii) the bylaws of the Company and each of the Guarantors (or limited liability company agreement or other applicable document), each as in effect at the Additional Closing, such certificate substantially in the form attached hereto as Exhibit G. (vii) The representations and warranties of the Company shall be true and correct in all material respects (or, to the extent except for those representations or and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respectsrespects subject to such qualification) as of the date when made and on as of the Additional Closing Date of the as though made at that time (except for representations and warranties of the Purchasers contained herein (unless such representation or warranty is that speak as of a specific date therein in which case they shall be accurate in all material respects (ortrue and correct as of such specified date). Such Buyer shall have received a certificate, executed by the principal executive officer or the principal financial officer of the Company, dated as of the Additional Closing Date, to the extent representations or warranties are qualified foregoing effect and as to such other matters as may be reasonably requested by materiality or Material Adverse Effectsuch Buyer substantially in the form attached hereto as Exhibit H. (viii) The Company shall have performed, satisfied and complied in all respects) as of such date); iii. all obligationsrespects with the covenants, covenants agreements and agreements of each Purchaser conditions required by the Transaction Documents to be performed performed, satisfied or complied with by the Company or the Guarantors at or prior to the Additional Closing Date shall have been performed; and iv. (except for those covenants, agreements or conditions as to which the delivery by each Purchaser of the items set forth Company is required to perform, satisfy or comply in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject all material respects, as to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. which the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy performed, satisfied or complied in all material respects respects). (or, ix) The Company shall have delivered to such Buyer a letter from the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on Company’s transfer agent certifying the Additional Closing Date number of the representations and warranties shares of the Company contained herein (unless such representation or warranty is Common Stock outstanding as of a specific date therein in which case they shall be accurate in all material respects within five (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects5) as Business Days of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date. (x) The Company shall have obtained all governmental, trading in regulatory or third party consents and approvals, if any, necessary for the Common Stock sale of the Securities. (xi) Such Buyer shall not have been suspended by the Commission or received the Company’s principal Trading Market and, at any time prior to wire instructions on Company letterhead duly executed by an authorized officer of the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional ClosingCompany.

Additional Closing. (i) The obligations of To the Company hereunder in connection with extent that, upon the Additional Closing are subject to First Tranche Closing, the following conditions being met: i. First Tranche Financing Amount is less than the Financing Amount, then the Company shall have received be permitted, at any time during the Nasdaq Stockholder Approval; ii. sixty (60) day period following the accuracy in all material respects (orFirst Tranche Closing, to offer and sell 2015 Notes equal to the extent representations or warranties are qualified by materiality or Material Adverse EffectRemaining Financing Amount pursuant to this Agreement to purchasers that the Company and Requisite Lenders mutually agree upon (each such holder, in all respects) when made an “Additional Lender” and on collectively, the “Additional Closing Date Lenders”). The closings of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they sales shall be accurate in all material respects (orreferred to herein as the “Additional Closings” and shall occur on a date determined by the Company and each Additional Lender, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of provided such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or date is prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser end of the items sixty (60) day period after the First Tranche Closing. All sales made at the Additional Closings (a) shall be made on the terms and conditions set forth in Section 2.3(b)(ii) of this Agreement. , (iib) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i3 hereof shall speak as of the First Tranche Closing and (c) the representations and warranties of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading Lenders in the Common Stock Section 5 hereof shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally speak as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing. The Schedule of Lenders may be amended by the Company without the consent of the Lenders to include any Additional Lenders in the Additional Closings upon the execution by such Additional Lender of a counterpart signature page hereto and of the other agreements and documents contemplated herein. The Additional Closings shall also take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or at such other place and at such time as the Company and each Additional Lender may agree in writing. Any notes sold pursuant to this Section 2.2 shall be deemed to be “2015 Notes”, for all purposes under this Agreement and any Additional Lenders thereof shall be deemed to be “Lenders” for all purposes under this Agreement.

Additional Closing. (i) i. The obligations of KiOR to sell the Company hereunder in connection with Notes, and of the Additional Closing Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions being metconditions: i. (a) The notifications of the Company Purchasers and KiOR pursuant to the HSR Act, if any, shall have received been made and the Nasdaq Stockholder Approval;applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the accuracy in all material respects (or, Notes are subject to the extent representations fulfillment, on or warranties are qualified before any Additional Closing, of each of the following conditions, unless otherwise waived by materiality or Material Adverse EffectKiOR: (a) each Purchaser shall pay to KiOR, in all respects) when made and by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing Date shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they other Transaction Documents shall be accurate in all material respects (ortrue and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to the extent be a representation and warranty of each Purchaser that such representations or and warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);true and correct. iii. all obligations, covenants and agreements The obligations of each Purchaser required to be performed at or prior to purchase the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions being metconditions, provided, however that unless otherwise waived by such conditions may be waived, modified or amended by the Purchaser: i. (a) the Required Purchasers shall have determined that the Company shall have received satisfied the Nasdaq Stockholder Approvalapplicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsb) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as set forth in Section 4 of a specific date therein in which case they this Agreement shall be accurate true and correct in all material respects (or, except that such materiality qualifier shall not be applicable to the extent any representations or and warranties that already are qualified or modified by materiality “materiality” or “Material Adverse Effect, ” in all respectsthe text thereof) on and as of such date); iii. all obligationsAdditional Closing, covenants and agreements no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery complied with by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred on or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by before such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. (i) The obligations obligation of the Company hereunder in connection with to issue and sell the Preferred Shares to each Buyer at each 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 subject for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer and each other Buyer shall have delivered to the following conditions Company the Additional Purchase Price for the Preferred Shares being met:purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. i. the Company (b) The representations and warranties of such Buyer shall have received the Nasdaq Stockholder Approval; ii. the accuracy be true and correct in all material respects (or, to the extent except for those representations or and warranties that are qualified by materiality or Material Adverse Effectmaterial adverse effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date when made and as of the Additional Closing Date as though originally 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 specific date); iii. , and such Buyer shall have performed, satisfied and complied in all obligationsmaterial respects with the covenants, covenants agreements and agreements of each Purchaser conditions required by this Agreement to be performed performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date Date. (c) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been performed; and iv. enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the delivery by each Purchaser consummation of any of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended transactions contemplated by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional ClosingTransaction Documents.

Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iiiii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iviii. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii2.4(c)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iiiii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iviii. the delivery by the Company of the items set forth in Section 2.3(b)(i2.4(c)(i) of this Agreement; v. iv. there shall have been no Material Adverse Effect with respect to the Company; vi. v. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and viivi. from the date hereof to the Additional Closing Date, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. (i) The obligations obligation of the Company hereunder in connection with to issue and sell the Notes to any Buyer at any Additional Closing are is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions being metare for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each such Buyer with prior written notice thereof: i. (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Company shall have received the Stockholder Approval. (iii) Such Buyer shall have delivered to the Company its applicable Additional Purchase Price (less the amounts withheld pursuant to Section 4(g)) for the Notes being purchased by such Buyer at the applicable Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, and the Company shall have received the Nasdaq Stockholder Approval;aggregate Additional Purchase Price (less the amounts withheld pursuant to Section 4(g)). ii. the accuracy (iv) The representations and warranties of such Buyer shall be true and correct in all material respects (or, to the extent except for such representations or warranties are qualified by materiality or Buyer Material Adverse Effect, in all respects) when made which are true and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, correct in all respects) as of the date when made and as of the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date); iii. , and such Buyer shall have performed, satisfied and complied in all obligationsmaterial respects with the covenants, covenants agreements and agreements of each Purchaser conditions required by this Agreement to be performed performed, satisfied or complied with by such Buyer at or prior to the applicable Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this AgreementDate. (iiv) The respective obligations of Company shall consummate the Purchasers hereunder in connection with the Additional Closing are subject Approved Investment giving rise to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Additional Closing.

Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company The Merger Agreement shall have received the Nasdaq Stockholder Approvalbeen duly executed; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effectmateriality, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effectmateriality, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company The Merger Agreement shall have received the Nasdaq Stockholder Approvalbeen duly executed; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse EffectEffects, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and viivi. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. The obligation of each Buyer hereunder to purchase the Additional Common 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 by providing the Company with prior written notice thereof: (i) The obligations Company shall have executed and delivered to such Buyer (i) each of the Transaction Documents and (ii) the Additional Common Shares (in such amounts as such Buyer shall request) and the related Additional Warrants (in such amounts as such Buyer shall request) being purchased by such Buyer at the Additional Closing pursuant to this Agreement. (ii) Such Buyer shall have received (A) the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, P.C., the Company’s outside U.S. counsel, dated as of the Additional Closing Date, in substantially the form of Exhibit C attached hereto and (B) the opinion of Harneys Westwood & Riegels, the Company’s British Virgin Islands outside counsel, dated as of the Additional Closing Date, in a form reasonably acceptable to the Buyers. (iii) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company hereunder and each of its United States operating Subsidiaries in connection with such corporation’s jurisdiction of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of incorporation as of a date within ten (10) days of the Additional Closing are subject to the following conditions being met:Date. i. the (iv) The Company shall have received delivered to such Buyer a certificate evidencing the Nasdaq Stockholder Approval; ii. Company’s qualification as a foreign corporation and good standing issued by the accuracy Secretary of State (or comparable office) of each jurisdiction in all material respects which the Company conducts business and is required to so qualify, as of a date within ten (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects10) when made and on days of the Additional Closing Date Date. (v) The Common Stock (I) shall be 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. (vi) The Company shall have delivered to such Buyer a certified copy of the Memorandum of Association as certified by the Secretary of State (or comparable office) of the jurisdiction of incorporation within 10 days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Memorandum of Association and (iii) the Articles of Association, each as in effect at the Additional Closing, in the form attached hereto as Exhibit D. (viii) The representations and warranties of the Purchasers contained herein Company shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in date, which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such specified date); iii. ) and the Company shall have performed, satisfied and complied in all obligationsrespects with the covenants, covenants agreements and agreements of each Purchaser conditions required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date shall have been performed; and ivDate. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company Such Buyer shall have received a certificate, executed by the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date Chief Executive Officer of the representations and warranties of the Company contained herein (unless such representation or warranty is Company, dated as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the Common Stock form attached hereto as Exhibit E. (ix) The Company shall not have been suspended by the Commission or delivered to such Buyer a letter from the Company’s principal Trading Market and, at any time prior to transfer agent certifying the number of shares of Common Stock outstanding as of a date within five days of the Additional Closing Date. (x) The Company shall have obtained all governmental, trading in securities generally regulatory or third party consents and approvals, if any, necessary for the sale of the Common Shares and the Warrants. (xi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as reported by Bloomberg L.P. shall not have been suspended such Buyer or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closingcounsel may reasonably request.

Additional Closing. The obligation of each Buyer hereunder to purchase the Additional Notes at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that, other than with respect to deliverables to the Placement Agent pursuant to paragraph 7(b)(ii) hereof, these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The obligations Company and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the Company hereunder in connection with following documents to which it is a party: (A) each of the Transaction Documents and (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at the Closing are subject pursuant to this Agreement. (ii) Such Buyer and the following conditions being met: i. the Company Placement Agent shall have received the Nasdaq Stockholder Approval; ii. opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, the accuracy in all material respects (orCompany's outside counsel, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on dated as of the Additional Closing Date Date, in substantially the form of Exhibit G attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its Subsidiaries conduct business, as of a date within ten (10) days of the Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its Subsidiaries as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's and each of its Subsidiaries' Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and each of its Subsidiaries and (iii) the Bylaws of the Company and each of its Subsidiaries, each as in effect at the Additional Closing, in the form attached hereto as Exhibit H. (viii) The representations and warranties of the Purchasers contained herein Company shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such specified date); iii. ) and the Company shall have performed, satisfied and complied in all obligationsrespects with the covenants, covenants agreements and agreements of each Purchaser conditions required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit I. (ix) The Company shall have delivered to such Buyer a letter from the Company's transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the Additional Closing Date. (x) The Company shall have delivered to each Buyer the Lock Up Agreements set forth in Schedule 7(a)(x) and the terms of each such Lock Up Agreement shall have been performed; andcomplied with in all respects. iv. (xi) The Common Stock (I) shall be designated for quotation or listed on the delivery by each Purchaser Principal Market and (II) shall not have been suspended, as of the items set forth 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 Section 2.3(b)(iiwriting by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of this 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 Securities. (xiii) Each of the Company's Subsidiaries shall have executed and delivered to such Buyer the Guarantee Agreement. (iixiv) The respective obligations Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in the opinion of the Purchasers hereunder in connection with Collateral Agent, desirable to perfect the Additional Closing are subject security interests purported to the following conditions being met, provided, however that such conditions may be waived, modified or amended created by the Purchaser:Security Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent, shall not show any such liens. i. the Company (xv) The Collateral Agent shall have received the Nasdaq Stockholder Approval; ii. Security Agreement, duly executed by the accuracy in Company and each of its Subsidiaries, together with (A) the original stock certificates representing all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations equity interests and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company promissory notes required to be performed at or prior to pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the Additional terms of the Security Agreement. (xvi) The Initial Closing Date shall have been performed;completed. iv. the delivery by the Company of the items set forth in Section 2.3(b)(i(xvii) of this Agreement; v. there There shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default Equity Conditions Failure (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to as of the Additional Closing Date, trading in the Common Stock . (xviii) The Stockholder Approval shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time obtained prior to the Additional Closing Date, trading . (xix) One or more Registration Statements (as defined in securities generally the Registration Rights Agreement) covering all of the Registrable Securities (as reported by Bloomberg L.P. defined in the Registration Rights Agreement) pursuant the Registration Rights Agreement shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either effective by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable SEC prior to purchase the Securities at the Additional ClosingClosing Date. (xx) 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. The obligation of each Buyer hereunder to purchase the Preferred Shares 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 by providing the Company with prior written notice thereof: (i) The obligations Company shall have duly executed and delivered to such Buyer (A) each of the Company hereunder Transaction Documents and (B) the Preferred Shares (in connection with such numbers as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) being purchased by such Buyer at the Additional Closing are subject pursuant to the following conditions being met: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations Company shall have delivered to such Buyer the Excess Note Amount, if any, of the Purchasers hereunder Notes of such Buyer being exchanged in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser:accordance herewith. i. the Company (iii) Such Buyer shall have received the Nasdaq Stockholder Approval; ii. opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. the accuracy in all material respects (orCompany’s outside counsel, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on dated as of the Additional Closing Date Date, in substantially the form of Exhibit F-3 attached hereto, and the opinion of Akerman Senterfitt, in substantially the form of Exhibit F-4 attached hereto. (iv) The Company shall have delivered to such Buyer a copy 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. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Material Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Additional Closing Date. (vi) 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) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Florida within ten (10) days of the Additional Closing Date. (viii) The Company shall have 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(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Additional Closing, in the form attached hereto as Exhibit G. (ix) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in which case they date) and the Company shall be accurate have performed, satisfied and complied in all material respects (orwith the covenants, agreements and conditions required by the Transaction Documents to the extent representations be performed, satisfied or warranties are qualified complied with by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date Date. Such Buyer shall have been performed; iv. the delivery received a certificate, executed by the Company Chief Executive Officer of the items set forth in Section 2.3(b)(i) Company, dated as of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit H. (x) 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 the Additional Closing Date. (xi) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by the Commission or the Company’s principal Trading Market andsuspended, at any time prior to as of the Additional Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall proceedings regarding such suspension by the SEC or the Principal Market have been threatened, as of the Additional Closing Date, either (A) by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market, other than with respect to those issues set forth on the Company’s Current Report on Form 8-K, dated as of January 25, 2006. (xii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (xiii) The Certificate of Designations in securities generally the form attached hereto as reported by Bloomberg L.P. Exhibit B shall have been filed with the Secretary of State of the State of Florida and shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been suspended or limited, or minimum prices amended. (xiv) The Shareholder Approval shall not have been established on securities whose trades are reported obtained and shall be effective under applicable rules and regulations. (xv) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such service, Buyer or on any Trading Market, nor its counsel may reasonably request. (xvi) No event or events shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak since the date hereof that, taken individually or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaseraggregate, makes it impracticable or inadvisable would reasonably be expected to purchase the Securities at the Additional Closinghave a Material Adverse Effect.

Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iiiii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iviii. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iiiii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iviii. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. iv. there shall have been no Material Adverse Effect with respect to the Company; vi. v. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and viivi. from the date hereof to the Additional Closing Date, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. The obligation of the Company hereunder to issue and sell the Additional Notes to the Investor 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 the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Investor with prior written notice thereof: (i) The obligations Investor shall have executed each of the Company hereunder in connection with Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Investor shall have delivered for the Additional Notes being purchased by the Investor at the Additional Closing are subject its Additional Cash Purchase Price to the following conditions being met: i. Company (less the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (oramounts withheld pursuant to Section 4(f)), by wire transfer of immediately available funds pursuant to the extent representations or warranties are qualified wire instructions provided by materiality or Material Adverse Effectthe Company. (iii) The Collateral Agent will have duly executed the Subordination Agreements, and such Subordination Agreements shall remain in all respectsfull force and effect. (iv) when made and on the Additional Closing Date of the The representations and warranties of the Purchasers contained herein Investor shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in which case they shall be accurate true and correct as of such specified date), and the Investor shall have performed, satisfied and complied in all material respects (orwith the covenants, to the extent representations or warranties are qualified agreements and conditions required by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required this Agreement to be performed performed, satisfied or complied with by the Investor at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this AgreementDate. (iiv) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval;Waiver duly executed and delivered by the Existing Required Holders, and such Waiver shall remain in full force and effect. ii. the accuracy in all material respects (or, vi) The Investor shall have delivered to the extent representations or warranties are qualified by materiality or Material Adverse EffectCompany the Forbearance Agreement, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery duly executed by the Company of the items set forth Investor, and such Forbearance Agreement shall remain in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closingfull force and effect.

Additional Closing. (i) The obligations obligation of the Company hereunder in connection with to issue and sell the Preferred Shares to each Buyer at the Additional Closing are is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions being metare for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: i. (i) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price less (1) in the case of Steelhead and Castlerigg, the amounts withheld pursuant to Section 4(g) or (2) such Buyer’s pro rata share of any amount outstanding under any outstanding Notes (including any outstanding principal, accrued and unpaid interest, fees, late charges and other amounts due in respect thereof)) for the Preferred Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of such Buyer shall have received the Nasdaq Stockholder Approval; ii. the accuracy be true and correct in all material respects (or, to as of the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) date when made and on as of the Additional Closing Date of the as though made at that time (except for representations and warranties of the Purchasers contained herein (unless such representation or warranty is that speak as of a specific date therein in which case they date), and such Buyer shall be accurate have performed, satisfied and complied in all material respects (orwith the covenants, to the extent representations or warranties are qualified agreements and conditions required by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required this Agreement to be performed performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date Date. (iii) The Shareholder Approval shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreementobtained and shall be effective under applicable rules and regulations. (iiiv) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being metCompany, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date Closing, shall have been performed; iv. consummated the delivery transactions contemplated by the Purchase Agreement, dated as of November 9, 2005 by and among the Company of and Guardian International, Inc. (“Guardian Purchase Agreement”) in the items set forth in Section 2.3(b)(iform attached hereto as Exhibit I. (v) of this Agreement; v. there The Buyer shall have been no Material Adverse Effect with respect delivered to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof Company such other documents relating to the Additional Closing Date, trading in transactions contemplated by this Agreement as the Common Stock shall not have been suspended by the Commission Company or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closingcounsel may reasonably request.

Additional Closing. (i) The obligations obligation of the Company hereunder in connection with to issue and sell the Additional Preferred Shares and the related Additional Warrants to each Buyer at the Additional Closing are is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions being metare for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: i. (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price for the Additional Preferred Shares and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of such Buyer shall have received the Nasdaq Stockholder Approval; ii. the accuracy be true and correct in all material respects (or, to the extent except for those representations or and warranties that are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date); iii. ) and such Buyer shall have performed, satisfied and complied in all obligationsmaterial respects with the covenants, covenants agreements and agreements of each Purchaser conditions required by the Transaction Documents to be performed performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date Date. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been performed; and iv. 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 delivery by each Purchaser matters contemplated hereby which prohibits the consummation of any of the items set forth in Section 2.3(b)(ii) of transactions contemplated by this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

Additional Closing. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares and the related Additional Warrants at each Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company shall have received duly executed and delivered to such Buyer (A) each of the Nasdaq Stockholder Approval; ii. the accuracy in all material respects Transaction Documents and (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsB) when made and on the Additional Closing Date Preferred Shares (in such numbers as is set forth across from such Buyer's name in column (3) of the representations Schedule of Buyers and warranties the related Warrants (in such numbers as is set forth across from such Buyer's name in column (4) of the Purchasers contained herein (unless Schedule of Buyers) being purchased by such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to Buyer at the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of pursuant to this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company Such Buyer shall have received the Nasdaq Stockholder Approval; ii. opinion of Guzov Ofsink, LLC, the accuracy in all material respects (orCompany's outside counsel, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on dated as of the Additional Closing Date Date, in substantially the form of Exhibit E attached hereto. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit D attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity's jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (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 (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, 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 of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the applicable Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the applicable Additional Closing Date, in the form attached hereto as Exhibit F. (viii) The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the applicable Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in which case they date) and the Company shall be accurate have performed, satisfied and complied in all material respects (orwith the covenants, agreements and conditions required by the Transaction Documents to the extent representations be performed, satisfied or warranties are qualified complied with by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Additional Closing Date Date. Such Buyer shall have been performed; iv. the delivery received a certificate, executed by the Company Chief Executive Officer of the items set forth Company, dated as of the applicable Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in Section 2.3(b)(ithe form attached hereto as Exhibit G. (ix) of this Agreement; v. there The Company shall have been no Material Adverse Effect with respect 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 applicable Additional Closing Date. vi. no Event of Default (as defined in the Notesx) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have occurred or be continuing; and vii. from the date hereof to 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 Closing Date, either (A) in writing by the Common Stock SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (xi) The Company shall have delivered to such Buyer a copy of the Amendment to the Credit Agreement between the Company and ▇▇▇▇▇ Fargo in which ▇▇▇▇▇ Fargo shall agree to exempt in addition to the Initial Exemption $1,000,000 of the proceeds to the Company from the sale of the Preferred Shares and the Warrants from the scope of the liens on the Company's assets held by ▇▇▇▇▇ Fargo; provided, however, that such a separate Amendment to the Credit Agreement shall not be required if the Amendment to Credit Agreement delivered pursuant to Section 7(a)(xvii) shall have exempted an aggregate of $4,000,000 of the proceeds to the Company from sales of Preferred Shares and Warrants made at the Initial Closing and the Additional Closing collectively from the scope of the liens on the Company’s assets held by ▇▇▇▇▇ Fargo. (xii) The Certificate of Designations shall be in full force and effect, enforceable against the Company in accordance with its terms and shall not have been suspended by amended. (xiii) No event or events shall have occurred since the Commission date hereof that, taken individually or in the Company’s principal Trading Market andaggregate, at any time prior would reasonably be expected to have a Material Adverse Effect. (xiv) The Company shall have delivered to such Buyer such other documents relating to the Additional Closing Date, trading in securities generally transactions contemplated by this Agreement as reported by Bloomberg L.P. shall not have been suspended such Buyer or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closingcounsel may reasonably request.

Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met: i. the Company shall have received the Nasdaq Stockholder Approval; ii. (A) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers each Purchaser contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. (B) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iv. (C) the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this AgreementCompany shall have received Stockholder Approval. (ii) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. (A) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. (B) all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. (C) the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. (D) there shall have been no Material Adverse Effect with respect to the CompanyCompany since the date hereof; vi. (E) the Registration Statement shall be effective on the date of this Agreement and at the Additional Closing Date, no Event stop order suspending the effectiveness of Default (as defined in the Notes) Registration Statement shall have occurred been issued and no proceedings for that purpose shall have been instituted or shall be continuing; andpending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with; vii. (F) from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market Market, and, at any time prior to the Additional Initial Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Initial Closing; and (G) the Company shall have received Stockholder Approval.

Additional Closing. The obligation of the Investor hereunder to purchase the Additional Notes 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 the Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The obligations Company and each of its Subsidiaries, if any, shall have duly executed and delivered to the Investor each of the Company hereunder following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Cash Note (allocated in connection with such principal amounts as the Investor shall request) being purchased by the Investor at the Additional Closing are subject pursuant to this Agreement and (C) the following conditions Additional Exchange Note (allocated in such principal amounts as the Investor shall request) being met: i. purchased by the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on Investor at the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, pursuant to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company shall have received the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Additional Closing Date as though made at that time (unless such representation or warranty is except for representations and warranties that speak as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) true and correct as of such specified date); iii. all obligations, covenants ) and agreements of the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed performed, satisfied or complied with by the Company at or prior to the Additional Closing Date Date. (iii) The Company shall have been performed;obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (iv. the delivery by ) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC‑11, listing all effective financing statements which name as debtor the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, of its Subsidiaries and which are filed in each casesuch office or offices as may be necessary or, in the reasonable judgment opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement, together with copies of such Purchaserfinancing statements, makes it impracticable none of which, except as otherwise agreed in writing by the Collateral Agent, shall cover any of the Collateral, and the results of searches for any tax lien and judgment lien filed against such person or inadvisable its property, which results, except as otherwise agreed to purchase in writing by the Securities at Collateral Agent, shall not show any such liens. (v) The Collateral Agent shall have received the Additional ClosingSecurity Agreement, duly executed by the Company, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (vi) The Collateral Agent shall have received the Subordination Agreements, duly executed by all parties thereto, and such Subordination Agreements shall remain in full force and effect. (vii) The Company shall have received the Waiver duly executed and delivered by the Existing Required Holders, and such Waiver shall remain in full force and effect. (viii) The Company shall have delivered to the Investor the Forbearance Agreement, duly executed by the Company, and such Forbearance Agreement shall remain in full force and effect. (ix) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.

Additional Closing. The obligation of each Buyer hereunder to purchase Notes at any Additional Closing is subject to the satisfaction, at or before 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 discretion by providing the Company with prior written notice thereof: (i) The obligations Company and each of the Company hereunder in connection with the Additional Closing are subject Guarantors shall have duly executed and delivered to such Buyer each of the following conditions documents to which it is a party: (A) each of the Transaction Documents and (B) the Notes (allocated in such principal amounts as such Buyer shall request), being met:purchased by such Buyer at the Closing pursuant to this Agreement. i. the Company (ii) Such Buyer shall have received the Nasdaq Stockholder Approval;opinion of (x) Dechert LLP in a form reasonably acceptable to such Buyer and (y) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ in the form of Exhibit G-4 attached hereto, each the Company’s outside counsels, or such other counsels reasonably acceptable to the Designee, dated as of the applicable Additional Closing Date. (iii) The Company shall have delivered to such Buyer a copy of the Transfer Agent Instructions, 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 certificates evidencing the formation and good standing of the Company and each of the Guarantors in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) calendar days prior to the applicable Additional Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s and each of the Guarantors’ qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and the Guarantors conduct business, as of a date within ten (10) calendar days prior to the applicable Additional Closing Date. (vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of the Guarantors as certified by the Secretary of State (or comparable office) of the jurisdiction of formation of the Company and each of its Subsidiaries within ten (10) calendar days prior to the applicable Additional Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the applicable Additional Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s and each of the Guarantors’ Board of Directors in a form reasonably acceptable to such Buyer, (ii. ) the accuracy Certificate of Incorporation of the Company and each of the Guarantors and (iii) the Bylaws of the Company and each of the Guarantors, each as in effect at the applicable Additional Closing, in the form attached hereto as Exhibit K. (viii) The representations and warranties of the Company shall be true and correct in all material respects (or, to the extent except for such representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made which are true and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, correct in all respects) as of the date when made and as of the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date); iii. ) and the Company shall have performed, satisfied and complied in all obligationsmaterial respects with the covenants, covenants agreements and agreements of each Purchaser conditions required by the Transaction Documents to be performed performed, satisfied or complied with by the Company or the Guarantors at or prior to the applicable Additional Closing Date shall have been performed; and ivDate. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement. (ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser: i. the Company Such Buyer shall have received a certificate, executed by the Nasdaq Stockholder Approval; ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date Chief Intellectual Property Officer of the representations and warranties Company, dated as of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date); iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed; iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement; v. there shall have been no Material Adverse Effect with respect to the Company; vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and vii. from the date hereof to the applicable Additional Closing Date, trading to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form attached hereto as Exhibit L. (ix) The Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) calendar days prior to the applicable Additional Closing Date. (x) The Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended by suspended, as of the Commission or the Company’s principal Trading Market and, at any time prior to the applicable Additional Closing Date, by the SEC or the Principal Market from trading in securities generally as reported on the Principal Market nor shall suspension by Bloomberg L.P. shall not the SEC or the Principal Market have been suspended threatened, as of the applicable Additional Closing Date, either (A) in writing by the SEC or limitedthe 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 Initial Closing shall have been completed. (xiii) The Stockholder Approval shall have been obtained. (xiv) The Company shall have delivered to such Buyer the Company’s wire instructions on Company’s letterhead duly executed by an authorized executive officer of the Company for the payment of the applicable Additional Purchase Price. (xv) The Collateral Agent shall have received an account control agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the Company and/or Guarantor, as applicable, and such bank or financial institution (as applicable), or minimum prices shall not have been established on securities whose trades are reported by such serviceenter into other arrangements, or on any Trading Marketas required under Section 5(i) of the Security Agreement, nor shall a banking moratorium have been declared either by in form and substance satisfactory to the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichCollateral Agent, in each case, subject to the terms of the Security Agreement. (xvi) The Collateral Agent shall have received (A) evidence satisfactory to the Collateral Agent of form UCC-1 financing statements for each appropriate jurisdiction as necessary pursuant to the terms of the Security Agreement and (B) the results of customary searches (including comparable searches in any jurisdiction outside the United States) for UCC financing statements, tax liens and judgment liens filed against the Company (solely for the initial issuance of the Notes) or any of the Guarantors or any property of the foregoing, which results shall not show any such liens (other than Permitted Liens acceptable to the Collateral Agent and Intellectual Property Rights that occur in the reasonable judgment ordinary course of the Company’s and Guarantors’ business as a purchaser, seller and enforcer of Intellectual Property Rights ). (xvii) The Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of the Guarantors, together with (A) stock certificates and promissory notes required to be pledged pursuant to the Security Agreement, accompanied by undated stock powers and allonges, respectively, in each case, subject to the terms of the Security Agreement, and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement. (xviii) The Company shall have delivered to the Buyers a perfection certificate, duly completed and executed by the Company and each of its Subsidiaries (the “Perfection Certificate”). (xix) The Company and the Subsidiaries shall have delivered to such PurchaserBuyer and/or the Collateral Agent such other documents relating to the transactions contemplated by this Agreement as such Buyer, makes it impracticable the Collateral Agent or inadvisable to purchase the Securities at the Additional Closingtheir respective counsels may reasonably request.