Common use of Closing Conditions Clause in Contracts

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) 2.3.1. The obligations of the Company hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.1.1 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.1.2 all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and. (iii) 2.3.1.3 the delivery by the each Purchaser of the items set forth in Section 2.2(b) 2.2.2 of this Agreement. (b) 2.3.2. The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.2.1 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.2.2 all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;. (iii) 2.3.2.3 the delivery by the Company of the items set forth in Section 2.2(a) 2.2.1 of this Agreement; and. (iv) 2.3.2.4 there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) the Company shall have received any required approvals by the TSXV.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein when made and on the Closing Date (unless except for representations and warranties that speak as of a specific date therein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein when made and on the Closing Date (unless except for representations and warranties that speak as of a specific date therein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) as of the Closing Date there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the any Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the any Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) 2.3.1. The obligations of the Company hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.1.1 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.1.2 all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and. (iii) 2.3.1.3 the delivery by the each Purchaser of the items set forth in Section 2.2(b) 2.2.2 of this Agreement. (b) 2.3.2. The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.2.1 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.2.2 all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;. (iii) 2.3.2.3 the delivery by the Company of the items set forth in Section 2.2(a) 2.2.1 of this Agreement; and. (iv) 2.3.2.4 there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) (the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) on the such Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the delivery by the Purchaser of the items set forth in Section 2.2; (ii) notice of acceptance of the listing of additional ordinary shares issued by NASDAQ; and (iii) the truthfulness and accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effectmaterial adverse effect, in all respects) when made and on the date of this Agreement and at the particular Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (ii) the delivery by the Company of the items set forth in Section 2.2 of this Agreement; (iii) there shall have been no material adverse effect with respect to the Company since the date hereof; and (iv) the truthfulness and accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effectmaterial adverse effect, in all respects) when made and on the date of this Agreement and at the particular Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing Closing, unless waived by a Majority in Interest, are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all conditions, obligations, covenants and agreements of the each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective independent obligations of the a Purchaser hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all Required Approvals, obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofhereof and the Closing Date.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein shall have been accurate in all material respects when made and on the Closing Date (unless as of a specific date therein in which case they shall be have been accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) there shall have been no Material Adverse Effect with respect to the delivery Company since the date hereof. (iv) the Company shall have obtained all necessary “blue sky” law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities and issuance of the Underlying Shares; and (v) each Purchaser shall have delivered all of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing in which the Purchaser participates are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein shall have been accurate in all material respects when made and on the applicable Closing Date (unless as of a specific date therein in which case they shall be have been accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company shall have delivered all of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 date of the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser Purchasers required to be performed at or prior to the date of the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) 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 date of the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the each Investor’s representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser each Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser each Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investors hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Investors may waive any of the conditions for any Closing hereafter): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.; and

Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject to the satisfaction (or waiver in writing by each party entitled to the benefit thereof) of the following conditions: (a) The obligations there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the Company hereunder Shares under this Subscription Agreement; (b) the terms of the Transaction Agreement (including the conditions thereto) shall not have been amended, and Section 8.3(d) of the Transaction Agreement shall not have been waived, in connection a manner that is materially adverse to the Investor (in its capacity as such); (c) the Shares (including the Shares acquired hereunder) have been approved for listing on the Nasdaq (as defined below), subject only to official notice of the issuance thereof; and (d)(i) solely with respect to the Investor’s obligation to close, the representations and warranties made by SCS, and (ii) solely with respect to SCS’s obligation to close, the representations and warranties made by the Investor, in each case, in this Subscription Agreement shall be true and correct in all material respects as of the Closing are subject to Date other than (x) those representations and warranties qualified by materiality, Material Adverse Effect (as defined below) or similar qualification, which shall be true and correct in all respects as of the following conditions being met: Closing Date, and (iy) the accuracy those representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, to the extent representations or warranties are if qualified by materiality or materiality, Material Adverse EffectEffect or similar qualification, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements in each case without giving effect to the consummation of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this AgreementTransactions. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) the Company shall have received any required approvals by the Canadian Authorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Company may waive any of the conditions): (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the Investor’s representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investor hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Investor may waive any of the conditions): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants covenants, and agreements of the Purchaser Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of Purchasers shall have delivered the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of shall have delivered the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations obligation of the Company Sellers to sell, transfer and assign the Assets to the Buyers hereunder in connection with the Closing are is subject to the satisfaction of the following conditions being metas of the Closing: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless Buyers in Section 5 hereof shall be true and correct on and as of a specific date therein in which case they shall be accurate the Closing Date with the same effect as though made at and as of such date); (ii) each Buyer shall have performed and complied in all obligations, covenants material respects with all agreements and agreements of the Purchaser conditions required by this Agreement to be performed at or complied with by it prior to or on the Closing Date shall have been performedDate; and (iii) the delivery by Encumbrances (as defined below) on the Purchaser of Securities under Teekay Corp’s equity margin revolving credit facility (the items set forth in Section 2.2(b“Equity Margin Loan”) of this Agreementshall have been removed. (b) The respective obligations obligation of the Purchaser hereunder in connection with Buyers to purchase the Closing are Assets from the Sellers is subject to the satisfaction of the following conditions being metas of the Closing: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless Sellers in Section 4 shall be true and correct on and as of a specific date therein in which case they shall be accurate the Closing Date with the same effect as though made at and as of such date); (ii) each Seller shall have performed and complied in all obligations, covenants material respects with all agreements and agreements of the Company conditions required by this Agreement to be performed at or complied with by it prior to or on the Closing Date shall have been performedDate; (iii) the delivery by Encumbrances on the Company of Securities under the items set forth in Section 2.2(a) of this AgreementEquity Margin Loan shall have been removed; and (iv) there shall have has been no Material Adverse Effect with respect to material adverse effect on the Company since general affairs, condition (financial or otherwise), results of operations, business, properties or assets of the date hereofPartnership.

Closing Conditions. (a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met: (i) the representations and warranties of each Purchaser contained in Section 4, and the information set forth in the Investor Information, shall be true on and as of the Closing (unless as of a specific date therein in which case they shall be accurate as of such date) with the same effect as though such representations and warranties had been made on and as of the Closing (or such other date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Company may waive any of the conditions for any Closing): (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the each Investor’s representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser each Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser each Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investors hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that each Investor may waive any of the conditions for any Closing with respect to its purchase of Securities): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the each Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of HBD contained herein (unless as of a specific date therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of HBD required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by HBD of the items set forth in Section 2.2(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to HBD since the date hereof. (b) The obligations of HBD hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Shares shall have been approved for listing on the Trading Market; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The respective obligations of the Company Company, on the one hand, and the Purchasers, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met:, any of which may be waived by a Purchaser or the Company (each as to itself, only, respectively): (i) the accuracy 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 accurate in all respects) on the Closing Date Date, of the representations and warranties of the Purchaser contained herein (unless made as of a specific specified date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants except for those representations and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) accuracy in all material respects (or, to the extent representations or warranties that are qualified by materiality or Material Adverse Effect, which shall be accurate in all respects) when made and on the Closing Date as of the representations and warranties such specified date) of the Company contained herein (unless as with respect to the obligations of a specific date therein in which case they shall be accurate as the Purchasers) and the Purchasers (with respect to the obligations of such datethe Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) (A) as to the Company, the delivery by each Purchaser of the items set forth in Section 2.2(c) of this Agreement, and (B) as to each Purchaser, the delivery by the Company of the items set forth in Section 2.2(a2.2(b) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) no stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with respect to public trading in the ADSs.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior p1ior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date thed ate hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants covenants, and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of shall have delivered the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of shall have delivered the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met:met (provided, however, that any Purchaser, as to itself only and without any effect whatsoever on the rights and obligations between the Company and the other Purchasers, may waive any one or more than one of such Closing conditions by written notice to the Company): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b2.2(c) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(aSections 2.2(a)-(b) of this Agreement, as applicable; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of each Investor’s the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser each Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser each Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investors hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Company may waive any of the conditions for any Closing hereafter): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof. (c) The wiring instructions for counsel of the Company shall be as follows: Nano Innovations Inc. Transit: ##### Account: ####### ##### #### ## ###### Branch: ### ######## ▇▇▇▇▇: ########

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (ba) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) 2.3.1. The obligations of the Company hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.1.1 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.1.2 all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and. (iii) 2.3.1.3 the delivery by the each Purchaser of the items set forth in Section 2.2(b) 2.2.2 of this Agreement. (b) 2.3.2. The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to each of the following conditions being met: (i) 2.3.2.1 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);. (ii) 2.3.2.2 all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;. (iii) 2.3.2.3 the delivery by the Company of the items set forth in Section 2.2(a) 2.2.1 of this Agreement; and. (iv) 2.3.2.4 there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the any Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (iiiiv) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metmet or able to be satisfied contemporaneous with the Closing: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being metmet or able to be satisfied contemporaneous with the Closing: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (iiiiv) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) the Company shall have received any required approvals by the relevant authorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) on the such Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and; (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) and (d) of this Agreement., as the case may be; and (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.; and

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser Purchasers required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the Purchaser Purchasers of the items set forth in Section 2.2(b2.3(b) of this Agreement; and (iv) the Company shall have completed the Merger. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Company shall have completed the Merger; (iv) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Investor contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Investor of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Investor hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (bc) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) on the such Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations obligation of the Company hereunder in connection with to sell, issue and deliver the Closing are Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions being metconditions, any of which may only be waived in writing by the Company in its sole discretion: (i) the accuracy in all material respects of the representations and warranties of the Purchaser contained herein when made and on the Closing Date; and (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing shall have been performed. (b) The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Company contained herein when made and on the Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the execution, delivery and performance by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there Agreement shall have been no Material Adverse Effect with respect to approved by the Company since the date hereofBoard of Directors.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the any Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the a Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 a Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the a Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing with respect to each Purchaser are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the such Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the such Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the such Purchaser of the items set forth in Section 2.2(b) of this Agreementsuch Purchaser’s Subscription Amount. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 as of the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date), with only such exceptions that have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Investor contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Investor of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Investor hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement; (iv) all notice or other waiting periods with respect to the Nasdaq Capital Market with respect to the issuance of the Preferred Stock in exchange for the Right to Shares have been met or waived. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) The board of directors of the Company shall have approved the transactions contemplated hereby and shall have adopted resolutions consistent with Section 3.1(c) below and in a form reasonably acceptable to such Purchaser (the “Resolutions”); (v) the Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (iiv) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (iiv) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iiivi) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions.  (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met:met (provided, however, that any Purchaser, as to itself only and without any effect whatsoever on the rights and obligations between the Company and the other Purchasers, may waive any one or more than one of such Closing conditions by written notice to the Company): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);; 5 (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been that the Company’s proceeds from the sale of the Shares and the Warrants to all Purchasers exceed the Minimum Amount; (v) that the Closing Date is no Material Adverse Effect with respect to the Company since the date hereof.later than [•]. 

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Company may waive any of such conditions for any Closing): (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the each Investor’s representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser each Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser each Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investors hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that any Investor may waive any of such conditions for any Closing): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof. (c) The wiring instructions for the Company are as follows: [***]

Closing Conditions. (a) The obligations of the Company hereunder in connection with the any Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b2.03(b) or (d) of this Agreement, as applicable. (b) The respective obligations of the Purchaser hereunder in connection with the any Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.03(a) or (c) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof, as applicable.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metconditions: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date is specified therein in which case they the representations or warranties shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being metconditions: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date is specified therein in which case they the representations or warranties shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metmet or waived by the Company: (i) 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 applicable Closing Date of the representations and warranties of the Purchaser contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being metmet or waived by Purchaser: (i) 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 applicable Closing Date of the representations and warranties of the Company contained herein (unless as of except with respect to representations and warranties which relate to a specific date therein date, in which case they such representations and warranties shall continue to be materially accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the a Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) on the such Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the each Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Lender contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser Lender required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Lender to the Company of the items set forth in Section 2.2(b2.5(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with Lender to effect the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company to the Lender of the items set forth in Section 2.2(a2.5(a) of this Agreement; and; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, a banking moratorium shall not 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 the Lender, makes it impracticable or inadvisable to purchase the Revolving Credit Note at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the any Closing are subject to the following conditions being met: : (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the any Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; ; and (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: : (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; ; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants covenants, and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of shall have delivered the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations obligation of the Purchaser hereunder in connection with the Closing are is subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein shall be accurate when made and on the Closing Date (unless a representation or warranty is stated therein to be made as of a specific date therein date, in which case they it shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of shall have delivered the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Purchaser Buyer contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser Buyer required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser Buyer of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Buyer hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein hereunder (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: : (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; ; and (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; ; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.; (v) the Company shall have filed with The Nasdaq Stock Market LLC a Notification Form: Listing of Additional Shares with respect to the Shares; and

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the each Investor’s representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser each Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser each Investor of the items set forth in Section 2.2(b2.02(a) of this Agreement. (b) The respective obligations of the Purchaser Investors hereunder in connection with the Closing are subject to the following conditions being met:met (it being understood that the Company may waive any of the conditions for any Closing hereafter): (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.02(b) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof. (c) The wiring instructions for counsel for the Company:

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsmateriality) on the any such Closing Date of the representations and warranties of the Purchaser Purchasers contained herein and in each Other Investor Agreements (unless such representations and warranties are made as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the any such Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b1.7(i) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the any Closing are subject to the following conditions being met: (i) 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 any such Closing Date of the representations and warranties of the Company contained herein (unless such representations and warranties are made as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the any such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a1.7(ii) of this Agreement; (iv) the Purchasers will have confirmed the engagement of an underwriter suitable to the Purchasers for the Company’s IPO; and (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement.; and (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 date of the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the date of the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the each Closing are subject to the following conditions being met: (i) 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 date of the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (ai) The obligations of the Company hereunder in connection with the Parties’ obligation to consummate each Closing are is subject to the following conditions being met: (i) the accuracy condition: there shall be no statute, regulation, injunction, restraining or other order, rule or decree of any nature by any local, state, federal or foreign court, arbitrator, arbitral tribunal or other governmental, administrative or regulatory entity, agency, instrumentality or authority that is in all material respects (oreffect that prohibits, to the extent representations restricts, makes illegal or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date prevents consummation of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);transactions contemplated by this Agreement. (ii) all obligations, covenants and agreements The obligation of the Purchaser required Company to consummate each Closing is subject to the following conditions: (A) each representation and warranty made by the Seller in Section 2 shall be true and correct on the Effective Date (as defined below) and on the applicable Closing Date as though made on such Closing Date, and (B) all covenants, agreements and conditions contained in this Agreement to be performed at or complied with by the Seller on or prior to the applicable Closing Date shall have been performed; andperformed or complied with by the Seller in all material respects. (iii) the delivery by the Purchaser The obligation of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Seller to consummate each Closing are is subject to the following conditions being met: conditions: (iA) accuracy each representation and warranty made by the Company in all material respects (or, to Section 3 shall be true and correct on the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made Effective Date and on the applicable Closing Date of the representations as though made on such Closing Date, and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (iiB) all obligationscovenants, covenants agreements and agreements of the Company required conditions contained in this Agreement to be performed at or complied with by the Company on or prior to the applicable Closing Date shall have been performed; (iii) the delivery performed or complied with by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofall material respects.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the a Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the a Closing (except as set forth below) are subject to the following conditions being met: (i) 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 applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The several obligations of each Investor to consummate the Company hereunder transactions to be consummated at the Closing, and to contribute the Tokens in connection with exchange for the Shares being acquired by it at the Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions being metprecedent: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless shall be true and correct in all material respects, except for those representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, as of a specific the date therein in which case they shall be accurate of this Agreement and as of the Closing Date, as though made on and as of such date); , except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date. "Material Adverse Effect" means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, (iia) all obligationswas, covenants and agreements is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities, stockholders' equity or results of operations of the Company required to be performed at and its Subsidiaries, taken as a whole, or prior to (b) materially delays or materially impairs the Closing Date shall have been performed; (iii) the delivery by ability of the Company of to comply, or prevents the items set forth in Section 2.2(a) of Company from complying, with its obligations under this Agreement; and (iv) there shall have been no Material Adverse Effect , the other Transaction Documents, or with respect to the Company since the date hereof.Closing, or would reasonably be expected to do so;

Closing Conditions. (a) The obligations of the Company hereunder in connection with Purchaser and Seller to consummate the Closing are Transaction contemplated by this Agreement shall be subject to receipt of the following conditions being met:FINRA Approval and legally required approval by the Commodity Futures Trading Commission and/or the National Futures Association. (ib) The obligations of the Purchaser to consummate the Transaction are contingent upon (a) receipt of the items set forth in Section 5.2(a) below and (b) the accuracy representations and warranties of the Sellers contained in this Agreement being true and correct in all material respects (oron and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent representations they relate to a specific date, and the Sellers having performed or warranties are qualified by materiality or Material Adverse Effect, complied in all respects) material respects with all agreements and covenants required by this Agreement to be performed or complied with by the Sellers on or prior to the Closing Date Date. (c) The obligations of the Sellers to consummate the Transaction are contingent upon (a) receipt of the items set forth in Section 5.2(b) and (c) below and (b) the representations and warranties of the Purchaser contained herein (unless in this Agreement being true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except to the extent they relate to a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser having performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed at or complied with by the Purchaser on or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this AgreementDate. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless 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); ; (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and and (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b) of this Agreement and the Warrants set forth in Section 2.4 of this Agreement. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: : (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless 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); ; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; ; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) on the such Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and; (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) and (d) of this Agreement., as the case may be; and (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met, unless waived in the sole and absolute discretion of the Purchaser: (i) the accuracy in all material respects (ordetermined without regard to any materiality, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respectsEffect or other similar qualifiers therein) when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) and (c), as the case may be, of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each applicable Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the each Purchaser of the items set forth in Section 2.2(b2.2(c) of this Agreement; and (iv) the consummation of the Business Combination. (b) The respective obligations of the Purchaser Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such datetherein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since consummation of the date hereofBusiness Combination.

Closing Conditions. (a) The obligations of the Company Endexx hereunder in connection with each of the Closing Closings are subject to the following conditions being metsatisfied: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date of the representations and warranties of the Purchaser contained herein (unless unless, as of a specific date therein therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and; (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement; and (iv) there shall have been no Material Adverse Effects with respect to the Company since the date hereof. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being metsatisfied: (i) 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 applicable Closing Date of the representations and warranties of the Company Endexx contained herein (unless unless, as of a specific date therein therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants covenants, and agreements of the Company Endexx required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company Endexx of the items set forth in Section 2.2(a2.3(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect Effects with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iiib) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (bc) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement; (iv) all notice or other waiting periods with respect to the Nasdaq Capital Market with respect to the issuance of the Preferred Stock in exchange for the Note have been met or waived. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;; and (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser Subscribers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser each Subscriber required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by the Purchaser each Subscriber of the items set forth in Section 2.2(b) of this Agreement.); (b) The respective obligations of the Purchaser Subscribers hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.; and

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) 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 Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein therein, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the Shares shall have been approved for listing on the Trading Market; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof.