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

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company Those stockholders of FLB listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one million shares of the capital stock of FLB on a fully converted basis (such shares constituting the “FLB Control Shares”) shall have duly executed entered into a pledge agreement of even date herewith (the “Pledge Agreement”) with the Company and delivered Gottbetter & Partners, LLP as collateral agent (the “Collateral Agent”) pursuant to which such stockholders shall have pledged to, and deposited with, the Buyer this Agreement Collateral Agent the FLB Control Shares, for the benefit of the Buyers, and the Company Collateral Agent, Buyers and holders of the FLB Control Shares shall have duly executed and delivered to the Buyer the aggregate number of Common entered into a Pledge Shares pursuant to this Escrow Agreement. (ii) All FLB shall have entered into a security agreement and intercreditor agreement (if applicable) of even date herewith with the Buyers pursuant to which FLB shall have granted and conveyed to the Buyers a security interest in all of the tangible and intangible assets of FLB now owned by FLB, as security for the full and timely repayment of the Notes in accordance with the terms of the Notes. (iii) The representations and warranties made by of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Company shall have obtained and delivered to the Placement Agent (on behalf of such date). the Buyers) any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Notes, all of which shall be in full force and effect. The Placement Agent (iii) The Common Stock (Aon behalf of the Buyers) shall be designated for quotation or listed (as applicable) on have received a certificate, executed by the Principal Market and (B) shall not have been suspendedPresident of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Placement Agent (on behalf of the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periodsBuyers), including, without limitation, an update as of the Closing Date, either (IDate regarding the representation contained in Section 3(c) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Marketabove. (iv) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale Placement Agent (on behalf of the Securities, including without limitation, those required by Buyers) the Principal Market, if anyNotes in the respective amounts set forth on the signature pages affixed hereto and the Disbursement of Funds Memotrandum. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedreserved out of its authorized and unissued Common Stock, enteredsolely for the purpose of effecting the issuance of the Bridge Shares and the exercise of the Bridge Warrants, promulgated or endorsed sufficient shares of Common Stock to effect the issuance of the Bridge Shares and the exercise of the Bridge Warrants. (vi) The Company shall have delivered to the Placement Agent (on behalf of the Buyers) a certificate, executed on behalf of the Company by any court or Governmental Entity its Secretary, dated as of competent jurisdiction that prohibits the consummation Closing Date, certifying the resolutions adopted by the Board of any Directors of the Company approving the transactions contemplated by this Agreement. (vi) Since Agreement and the date issuance of execution the Notes, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the signatures and authority of persons signing this AgreementAgreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, no event or series of events shall have occurred that reasonably would have or result unless any information contained in a Material Adverse Effectthe certificate has changed. (vii) From The Buyer(s) shall have received an opinion from the date hereof to Company’s counsel, dated as of the Closing Date, in form and substance reasonably acceptable to the Buyers. (iviii) trading The Placement Agent shall have completed all legal due diligence on FLB, to the extent reasonably satisfactory to the Placement Agent. (ix) FLB shall have performed and complied in all material respects with all agreements, covenants and conditions to closing required to be performed and complied by it under the Common Stock shall not Bridge Loan Agreement between the Company and FLB, unless such agreements, covenants and conditions have been suspended waived by the SEC or Company under the Principal Market Bridge Loan Agreement. (except for any suspension of trading of limited duration agreed to by the Company, which suspension x) The Buyers shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment completed their legal due diligence of the Buyer, makes it impracticable or inadvisable Company and FLB to purchase their satisfaction and received from the Securities at Company and FLB all executed documents necessary to close the Closingcontemplated transactions.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer Buyer(s) at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed this Agreement, the Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer this Agreement and Buyer(s). (b) With regard to the Second Closing, the Company shall have duly executed and delivered to filed a registration statement with the Buyer SEC as described in the aggregate number of Common Shares pursuant to this Investor Registration Rights Agreement. (iic) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent that any of such representations and warranties expressly speak is already qualified as of an earlier dateto materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing DateDates, by to the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving foregoing effect to all applicable notice, appeal, compliance and hearing periods), an update as of the Closing Date, either (IDates regarding the representation contained in Section 3(c) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Marketabove. (ivd) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale of Buyer(s) the Securities, including without limitation, those required by Convertible Debentures in the Principal Market, if anyrespective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (ve) No statuteThe Buyer(s) shall have received an opinion of counsel in a form satisfactory to the Buyer(s). (f) The Company shall have provided to the Buyer(s) a certificate of good standing from the Secretary of State of Delaware. (g) As of each Closing Date, rulethe Company shall have reserved out of its authorized and unissued Common Stock, regulationsolely for the purpose of effecting the conversion of the Convertible Debentures, executive ordershares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (h) The Irrevocable Transfer Agent Instructions, decreein form and substance satisfactory to the Buyer, ruling or injunction shall have been enacted, entered, promulgated or endorsed delivered to and acknowledged in writing by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this AgreementCompany's transfer agent been engaged. (vii) Since the date of execution of this Agreement, no event or series of events The Company shall have occurred that reasonably would have or result provided to the Investor an acknowledgement, to the satisfaction of the Investor, from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, P.C., the Company's independent certified public accountants, as to its ability to provide all consents required in order to file a Material Adverse Effectregistration statement in connection with this transaction. (viij) From the date hereof The Company shall have filed a form UCC - 1 with regard to the Closing Date, (i) trading Pledged Property and Pledged Collateral as detailed in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension Security Agreement and provided proof of trading of limited duration agreed to by the Company, which suspension shall be terminated prior such filing to the ClosingBuyer(s). (k) The Company shall obtained the approval of its board of directors and a majority of its outstanding shares of capital stock (voting as separate classes, and, (iiif required by applicable law) at any time prior to increase its authorized common stock to a number mutually acceptable to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on Company and the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingInvestor.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof, and, provided, further, that, with respect to the First Closing Date, to the extent any of the following conditions are not satisfied as of the First Closing Date, the Company shall, and shall cause each of the Guarantors to, satisfy such conditions on or before the date that is five (5) Business Days following the First Closing Date, or or such later date as is consented to by the Buyer: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer a Convertible Debenture with a principal amount corresponding to the aggregate number of Common Shares pursuant to this AgreementSubscription Amount set forth opposite the Buyer’s name on the Buyer Schedule for the Closing. (iib) All The Company shall have delivered to the Buyer copies of its and each Subsidiaries’ certified copies of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the representations Company’s Subsidiaries. (c) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and warranties made by good standing of the Company as of a date within ten (10) days of the First Closing Date. (d) The Company shall have delivered to the Buyer a solvency certificate in this Agreement that are qualified by materiality or Material Adverse Effect the form attached hereto as “Exhibit C.” (e) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such other than representations and warranties expressly speak as of an earlier datequalified by materiality, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such each Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such specific date)) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to each Closing Date. (iiif) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivg) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vh) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vii) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (viij) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (k) The Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (l) (i) From the date hereof to the applicable Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) the closing price of the Common Stock during each of the five (5) consecutive Trading Days immediately prior to the applicable Closing Date shall be at least $0.20 per share, and (iii) at any time prior from the date hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (m) The Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement and confirming such matters listed in this Section 7 as the Buyer or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The the Company shall have duly executed and delivered to the Buyer this Agreement those documents and the Company shall have duly executed and other items required to be delivered to the Buyer the aggregate number of Common Shares by it pursuant to this Agreement.Section 1(d)(ii); (iib) All of the representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such date)., and that any representation and warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (iiic) The Common Stock (A) the Buyer shall be designated for quotation or listed (as applicable) on have received a certificate, executed by the Principal Market Chief Executive Officer of the Company and (B) shall not have been suspended, dated as of the Closing Date, certifying as to the matters set forth in Section 7(b); and (d) the Company shall have delivered to the Buyer evidence, in form and substance reasonably satisfactory to the Buyer, that each of the Required Approvals was received as of the Closing; (e) the ADSs shall be duly listed, and admitted and authorized for trading, on the NASDAQ Capital Market (subject to official notice of issuance, if required); (f) the Ordinary Shares represented by the SEC ADSs and underlying the Warrant ADSs shall have been approved for listing on the TASE (subject to official notice of issuance); and (g) none of the listing of the ADSs the NASDAQ Capital Market or the Principal Market from trading listing of the Ordinary Shares on the Principal Market nor, except as disclosed in the SEC Documents, Tel Aviv Stock Exchange shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), suspended as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company nor shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall suspension thereof have been enacted, entered, promulgated or endorsed by any court or Governmental Entity threatened as of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer Buyer(s) at any time in its sole discretion by providing the Company with prior written notice thereof: (i) discretion: The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed Registration Rights Agreement, and delivered the same to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such dateBuyer(s). (iii) . The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedThe National Association of Securities Dealers, as of the Closing DateInc. OTC Bulletin Board, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason and all of the SEC Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. The Buyer shall have received a certificate, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States or New York State authorities nor President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. The Company shall there have occurred any material outbreak or escalation executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. As of hostilities or other national or international calamity the Closing Date, the Company shall have reserved out of such magnitude in its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect on, or any material adverse change in, any financial market whichthe conversion of all of the Conversion then outstanding. The Irrevocable Transfer Agent Instructions, in each case, in the reasonable judgment of form and substance satisfactory to the Buyer, makes it impracticable or inadvisable shall have been delivered to purchase and acknowledged in writing by the Securities at the ClosingCompany's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:: 15 (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer the Convertible Debentures in the respective amounts set forth opposite the Buyer's name on Schedule I attached hereto. (v) The Buyer shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyer. (vi) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company or the Buyers shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyers. (viii) The Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement shall have been delivered to the Escrow Agent. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior 's transfer agent. (b) The obligation of the Buyer hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB and trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite the Buyer's name on Schedule I attached hereto. (iv) The Company shall have filed the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof on the Second Closing Date. (v) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyer hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or minimum prices before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB and trading in the Common Stock shall not have been established suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite the Buyer's name on securities whose trades are reported by such service, or on the Principal Market, nor Schedule I attached hereto. (iv) The Registration Statement shall a banking moratorium have been declared either effective by the United States or New York State authorities nor SEC. (v) The Company 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 whichcertified, in each case, in the reasonable judgment a certificate executed by two officers of the BuyerCompany and dated as of the Third Closing Date, makes it impracticable or inadvisable that all conditions to purchase the Securities at the ClosingThird Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its the aforementioned shares of PMTI Common Shares at the Closing Stock and Nexar Common Stock is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company parties shall have duly executed and delivered to the Buyer this Agreement and delivered the Company shall have duly executed and delivered same to the Buyer the aggregate number of Common Shares pursuant to this Agreementeach other. (ii) All of b. Until the Closing Date, the PMTI Common Stock shall be authorized for quotation on the NASDAQ-NM, the NYSE, the AMEX or the NASDAQ SmallCap and trading in the Common Stock on such quotation system or exchange, as the case may be, shall not have been suspended by the Commission or otherwise. c. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the Chief Executive Officer of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal MarketBuyer. (iv) d. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, filed the appropriate documents necessary for to secure the sale prompt listing of the Securities, including without limitation, those required by aforementioned shares of PMTI Common Stock upon the Principal Market, if anyStock Exchange and shall have delivered to the Buyer appropriate documentation evidencing the fact that such filing has occurred. (v) No statute, rule, regulation, executive order, decree, ruling or injunction e. The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits executed and delivered the consummation of any of the transactions contemplated by this AgreementNexar Stock Certificate. (vi) Since the date of execution of this Agreement, no event or series of events f. The Company shall have occurred that reasonably would have or result in a Material Adverse Effectdelivered the Nexar Registration Documentation. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from the Company’s counsel in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company or the Buyer shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Escrow Agent the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Insider Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Second Closing Date, to the foregoing effect. (v) The Company shall have provided to the Buyer evidence satisfactory to the Buyer demonstrating that it has obtained the irrevocable votes or minimum prices consents from its shareholders necessary increase its number of authorized shares of Common Stock to a number satisfactory to the Buyer. (vi) No Events of Default shall have occurred under any of the Transaction Documents. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been established on securities whose trades are reported suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by such servicethis Agreement to be performed, satisfied or on the Principal Market, nor shall a banking moratorium have been declared either complied with by the United States Company at 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 prior to the reasonable judgment of Third Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Third Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the ClosingBuyer including, without limitation an update as of the Third Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Third Closing have been satisfied, the Company has answered any and all comments to the Registration Statement with the SEC and shall within two (2) business days after the Third Closing request acceleration of the Registration Statement. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Third Closing Date, to the foregoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed executed, with the exception of the Mortgage, the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated Company at or prior to the Closing)First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, andas of a date within 10 days of the First Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Board in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at any time prior the First Closing. (viii) The Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge Agreement shall have been delivered to the Escrow Agent. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Company shall have executed the Mortgage and delivered the same to the Buyers. (ii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iv) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (v) The Company shall have filed, or minimum prices certify that it will file on the Second Closing Date, the Registration Statement with the SEC materially in compliance with the rules and regulations promulgated by the SEC for filing thereof. (vi) The Company shall have certified, in a certificate executed by two (2) officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, nor in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a banking moratorium specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (iv) The SEC shall have declared the Registration Statement effective. (v) The Company shall have certified, in a certificate executed by two (2) officers of the Company and dated as of the Third Closing Date, that all conditions to the Third Closing 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 Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company and the subsidiaries shall have delivered to the Buyer(s) such investment property owned by the Company along with medallion guaranteed stock powers as detailed in the Security Agreement. (ix) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (x) The Company shall have made such filings, including but not limited to filing Buyer(s) security interest with 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 Patent and Trademark Office, as may be required to perfect the Buyer’s interest in the Patent Collateral as detailed in the Patent and Trademark Security Agreements dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer(s). (xi) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xii) The Company shall have created the Share Reserve. (xiii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xiv) The Company shall have raised at least Thirty Five Thousand Dollars ($35,000) pursuant to sales of shares of the Company’s Common Stock. (xv) The Company shall have hired consultants, which are to the satisfaction of the Buyers, in order to consult and assist the Company with its business. (xvi) The Company shall have converted into shares of the Company’s Common Stock or inadvisable in the alternative written off with out cash payments at least Two Hundred Fifty Thousand Dollars ($250,000) of debt and provided proof thereof satisfactory to purchase the Securities at the ClosingBuyers in their sole discretion.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Initial Tranche Note at the Initial Tranche Closing is subject to the satisfaction, at or before the Initial Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The the Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Buyer this Agreement each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer a Note in the aggregate number original principal amount of Common Shares pursuant to this Agreement.$4,500,000; (ii) All the Buyer shall have received the opinion of D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC, the Company’s counsel, dated as of the representations Initial Tranche Closing Date, in the form acceptable to the Buyer and warranties made its counsel; (iii) the Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent and shall remain in full force and effect as of the Initial Tranche Closing Date; (iv) the Company shall have delivered to the Buyer a certificate evidencing the formation and good standing (if a good standing concept exists in this Agreement that are qualified such jurisdiction) of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by materiality the Secretary of State (or Material Adverse Effect comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Initial Tranche Closing Date; (v) the Company shall have delivered to the Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Initial Tranche Closing Date; (vi) the Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Initial Tranche Closing Date; (vii) each Subsidiary shall have delivered to the Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Initial Tranche Closing Date; (viii) the Company shall have delivered to the Buyer a certificate, in the form acceptable to the Buyer, executed by the Secretary of the Company and dated as of the Initial Tranche Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each as in effect at the Initial Tranche Closing; (ix) each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent for such representations and warranties expressly speak as of an earlier datethat are qualified by materiality or material adverse effect, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Initial Tranche Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with (except for covenants, agreements or conditions that are qualified by materiality or material adverse effect, which shall be performed, satisfied and complied in all respects with) the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Initial Tranche Closing Date. The Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Initial Tranche Closing Date, to the foregoing effect and as to such date).other matters as may be reasonably requested by the Buyer in the form acceptable to the Buyer; (iiix) The the Company shall have delivered to the Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Initial Tranche Closing Date immediately prior to the Initial Tranche Closing; (xi) the Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Initial Tranche Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the Initial Tranche Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.; (ivxii) The the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any.any (other the Shareholder Approval); (vxiii) No no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.the Transaction Documents; (vixiv) Since since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.; (viixv) From the Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares; (xvi) the Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Initial Tranche Flow of Funds Letter”); (xvii) from the date hereof to the Initial Tranche Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Companyduration, which suspension shall be terminated prior to the Initial Tranche Closing), and, (ii) at any time prior to the Initial Tranche Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Initial Tranche Closing; and (xviii) the Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request. (b) The obligation of the Buyer hereunder to purchase the Second Tranche Note at the Second Tranche Closing is subject to the satisfaction, at or before the Second Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) the Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer a Note in the original principal amount of $1,500,000; (ii) the Buyer shall have received the opinion of D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC, the Company’s counsel, dated as of the Second Tranche Closing Date, in the form acceptable to the Buyer; (iii) the Company shall have delivered to the Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to the Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent and shall remain in full force and effect as of the Second Tranche Closing Date; (iv) the Company shall have delivered to the Buyer a certificate evidencing the formation and good standing (if a good standing concept exists in such jurisdiction) of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Second Tranche Closing Date; (v) the Company shall have delivered to the Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Second Tranche Closing Date; (vi) the Company shall have delivered to the Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary of State within ten (10) days of the Second Tranche Closing Date; (vii) each Subsidiary shall have delivered to the Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within ten (10) days of the Second Tranche Closing Date; (viii) the Company shall have delivered to the Buyer a certificate, in the form acceptable to the Buyer, executed by the Secretary of the Company and dated as of the Second Tranche Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Buyer, (ii) the Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company and the bylaws of each Subsidiary, each as in effect at the Second Tranche Closing; (ix) each and every representation and warranty of the Company shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Second Tranche Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with (except for covenants, agreements or conditions that are qualified by materiality or material adverse effect, which shall be performed, satisfied and complied in all respects with) the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Second Tranche Closing Date. The Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Second Tranche Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form acceptable to the Buyer; (x) the Company shall have delivered to the Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Initial Tranche Closing Date immediately prior to the Second Tranche Closing; (xi) the Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Second Tranche Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Second Tranche Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market; (xii) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any; (xiii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; (xiv) since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect; (xv) the Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares; (xvi) the Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Second Tranche Flow of Funds Letter”); (xvii) from the date hereof to the Second Tranche Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration, which suspension shall be terminated prior to the Second Tranche Closing), and, (ii) at any time prior to the Second Tranche Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Second Tranche Closing; (xviii) the Registration Statement has been declared effective by the SEC at least five (5) Trading Days prior to the date of the Second Tranche Closing Date, and such Registration Statement is available for the issuance and sale of all Conversion Shares; (xix) the Company’s obligations under the Settlement Agreement have been extinguished and no cash, securities or any other forms of payment are owed by the Company thereunder to Sunpeak Holdings Corporation or any third party; (xx) no bona fide dispute shall exist, by and between (or among) the Buyer, any holder of Notes, and/or the Company, which dispute is reasonably related to this Agreement, any of the Securities and/or the transactions contemplated hereby or thereby, as applicable; and (xxi) the Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request. (c) The obligation of the Buyer hereunder to purchase the applicable Additional Note at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company shall have filed such amendment to the UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xii) The Company shall have filed its Form 10-KSB for the fiscal period ended December 31, 2006. (xiii) Renewal Fuels shall have acquired Fuelmeister pursuant to the Asset Purchase Agreement. (xiv) The Company shall have received approval in excess of fifty percent (50%) of the Company’s shareholders for approval of the issuance of in excess of forty percent (40%) of the Company’s Common Stock in connection with the acquisition of Renewal Fuels (“Merger Shareholder Approval”) proof of which shall have been provided to the Buyer(s). (xv) The Company and Renewal Fuels shall have executed the Merger Agreement. (xvi) The Company shall have acquired Renewal Fuels pursuant to the Merger Agreement. (xvii) The Series A Preferred Shares of the Company shall have been issued pursuant to the Merger Agreement. (xviii) The Company shall have executed and delivered the Pledge and Escrow Agreement to the Buyers and the Company shall deliver the shares of capital stock of Renewal Fuels together with a stock power executed in blank with a Medallion guarantee within three (3) business days of the date hereof, as set forth in the Pledge and Escrow Agreement, to D▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limited, complied with by the Company at or minimum prices prior to the Second Closing Date. (iii) The Company shall not have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (a) The Company shall have filed an information statement in connection with the Merger Shareholder Approval with the SEC (the “Information Statement”) (b) the Company shall have been established on securities whose trades are reported notified by the SEC of their approval of the Information Statement and (c) the Company shall have mailed such serviceInformation Statement to it’s shareholders in accordance with Section 4 herein. (v) The Company shall have certified, or on in a certificate executed by two officers of the Principal MarketCompany and dated as of the Second Closing Date, nor shall a banking moratorium that all conditions to the Second Closing have been declared either by the satisfied. (vi) The Company shall have made such filing with United States Patent and Trademark Office or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such other national or international calamity forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Patent Security Agreement dated the date hereof and provided proof of such magnitude filing to the Buyer(s). (vii) The Company shall have made all state and federal filings in connection with the Merger including but not limited to the filing of articles of merger with the New Jersey Secretary of State and provided proof of such filing to the Buyer(s). (viii) The Company shall have filed a Form 8-K in connection with the Merger which shall include the financial statements of Renewal Fuels and Fuelmeister. (ix) The Company shall have converted all of its effect on, or any material adverse change in, any financial market which, in each case, deposit accounts that it maintains into Blocked Accounts (as defined in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingSecurity Agreement).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason. (iii) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier date, which shall be true and correct in all respects as of such a specific date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true have performed, satisfied and correct complied in all material respects as of with the date hereof covenants, agreements and as of conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale of Buyer(s) the Securities, including without limitation, those required by the Principal Market, if anyConvertible Debentures purchased at such Closing. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Buyer(s) shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity received an opinion of competent jurisdiction that prohibits counsel from the consummation of any of Company’s British Columbia counsel in the transactions contemplated by this Agreementform attached hereto as Exhibit “C”. (vi) Since the date of execution of this Agreement, no event or series of events The Company shall have occurred that reasonably would have or result provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated and/or the Canadian equivalent of a Material Adverse Effectcertificate of good standing. (vii) From the date hereof The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, all the shares of Common Stock required to effect the full conversion of all of the Convertible Debentures to be issued at such Closing. (ix) Any additional conditions to a particular Closing set forth on the Funding Schedule shall have been satisfied. (x) The consulting agreement between the Company and SKS Consulting shall be in effect as of each Closing Date. (xi) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the such Closing Date, (i) trading in the Common Stock shall not that all conditions to such Closing have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from the Company's counsel in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (viii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior 's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either complied with by the United States Company at 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 prior to the reasonable judgment of Second Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Second Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Second Closing Date, to the foregoing effect. (v) No Events of Default shall have occurred under any of the Transaction Documents.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at the Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have duly executed and delivered to the Buyer this Agreement and delivered the same to the Buyer. b. The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreementduly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above. (ii) All of c. The Company shall have delivered to the Buyer the Warrants. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. e. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such Closing Date Date, as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as of such date). (iii) The Common Stock (A) shall with the covenants, agreements and conditions required by this Agreement to be designated for quotation performed, satisfied or listed (as applicable) on complied with by the Principal Market and (B) shall not have been suspended, as of Company at or prior to the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmentalf. No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no g. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. (vii) From the date hereof to the Closing Date, (i) trading h. Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC SEC, FINRA or the Principal Market Market. i. The Company shall have delivered to the Buyer (except for any suspension i) a certificate evidencing the formation and good standing of trading the Company and each of limited duration agreed to its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, which suspension instruments and transactions contemplated hereby. j. The Company shall be terminated prior have delivered to the Closing), and, (ii) at any time prior Buyer a legal opinion from the Company’s counsel covering the transactions contemplated by the Transaction Documents in a form acceptable to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Buyer. k. The Company shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on delivered to the Principal Market, nor shall a banking moratorium have been declared either Buyer the Voting Agreement duly executed by the United States or New York State authorities nor Company and MGW. l. The Company shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in delivered to the Buyer the Security Agreement Amendment duly executed by the Company and its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingSubsidiaries.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within ten (10) business days of the Closing Date. (vi) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (vii) The Buyer shall have filed a form UCC-1 or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such 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, forms as may be required to perfect the Buyer’s interest in the reasonable judgment Pledged Property as detailed in the Security Agreement dated the date hereof. (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have created the Securities at Share Reserve. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the ClosingBuyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Buyer this Agreement each of the Transaction Documents to which it is a party, and the Company shall have duly executed and delivered to the Buyer (A) a Note in the aggregate number original principal amount of Common Shares $3,300,000.00, and (B) a Warrant initially exercisable for 6,875,000 Warrant Shares, in each case, as being purchased by the Buyer at the Closing pursuant to this Agreement. (ii) All The Buyer shall have received the opinions of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇ LLP, the Company’s Canadian counsel, dated as of the representations Closing Date and warranties made in the form acceptable to the Buyer. (iii) The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation, as of a date within ten (10) days of the Closing Date. (iv) The Company shall have delivered to the Buyer a certificate, in the form acceptable to the Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in this Agreement that are qualified by materiality or Material Adverse Effect a form reasonably acceptable to the Buyer, and (ii) the Articles of the Company and the organizational documents of each Subsidiary. (v) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent where such representations and warranties expressly speak as of an earlier daterepresentation or warranty is qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such specific date)) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer in the form acceptable to the Buyer. (iiivi) The Company shall have delivered to the Buyer a letter from the Company’s transfer agent certifying the number of Common Shares outstanding on the Closing Date immediately prior to the Closing. (vii) The Common Stock Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market Canadian Securities Exchange (the “CSE”) and (B) shall not have been suspended, as of the Closing Date, by the SEC Securities Commissions or the Principal Market CSE from trading on the Principal Market nor, except as disclosed in the SEC Documents, CSE nor shall suspension by the SEC Securities Commissions or the Principal Market CSE have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the Closing Date, either (I) in writing by the SEC Securities Commissions or the Principal Market CSE or (II) by falling below the minimum listing maintenance requirements of the Principal MarketCSE. (ivviii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if anyCSE. (vix) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vix) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (viixi) From The Company shall have obtained approval of the CSE to list or designate for quotation (as the case may be) the Conversion Shares and the Warrant Shares. (xii) The Company shall have delivered or caused to be delivered to each Buyer lien searches, in such jurisdictions as the Buyer may reasonably request, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries as of a date hereof to within ten (10) days of the Closing Date, . (ixiii) trading in The Buyer shall have received a letter on the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension letterhead of trading of limited duration agreed to by the Company, which suspension duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”). (xiv) The Company and its Subsidiaries shall be terminated prior have delivered to the Closing)Buyer such other documents, and, (ii) at any time prior instruments or certificates relating to the Closing Date, trading in securities generally transactions contemplated by this Agreement as reported by Bloomberg L.P. shall not have been suspended the Buyer or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingcounsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of The Company, through a registered broker-dealer, shall have applied for the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall to be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated Company at or prior to the Closing), and, First Closing Date (iiiv) at any time prior The Company shall have executed and delivered to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on Buyer(s) the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, Convertible Debentures in the reasonable judgment respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xi) The Company shall have filed the Security Agreement (Patent) with the United States Patent and Trademark Office.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common the Preferred Stock Units, Unit Shares and Unit Warrants at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company and CÜR Media shall each have duly executed this Agreement, and delivered to the Buyer Security Agreement, Escrow Agreement, Voting Agreement, and Registration Rights Agreement, as applicable. (b) The representations and warranties of the Company and CÜR Media contained in this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 and 4, respectively, above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the applicable Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company and CÜR Media, which respectively, shall be true have performed, satisfied and correct complied in all material respects as of such date)with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company CÜR Media at or prior to the applicable Closing Date. (iiic) The Common Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the Company of the purchase and sale of the Preferred Stock (A) Units, Unit Shares and Unit Warrants and the transactions contemplated hereby or under the Transaction Documents, all of which shall be designated for quotation or listed in full force and effect. (as applicabled) on The Buyers shall have received a certificate, executed by the Principal Market and (B) shall not have been suspendedPresident of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Buyers. (e) The Company shall have delivered to the Principal Market from trading Buyers a certificate, executed on the Principal Market norits behalf by an appropriate officer, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), dated as of the Closing Date, either (I) in writing certifying the resolutions adopted by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements its Board of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of Directors approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Preferred Stock Units, Unit Shares and Unit Warrants, certifying the current versions of its Certificate of Incorporation and By-laws (or equivalent documents), and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (vif) Since the date of execution of this Agreement, no event or series of events The Buyer(s) shall have occurred that reasonably would have or result in a Material Adverse Effectreceived an opinion from the Company’s legal counsel, dated as of the Closing Date. The foregoing opinions shall only be required to be delivered on the Closing Date for the Initial Closing. (viig) From The Company shall have filed the date hereof Certificate of Designation with the Secretary of State of the State of Delaware. (h) The Company and CÜR Media shall have fully negotiated Content Licensing Agreements with the Labels, subject only to payment of any required Label Payments, which shall be paid to the Closing Date, Labels from the proceeds of the Offering at the Initial Closing. (i) trading in With respect to the Common Initial Closing, proceeds from the sale of the Preferred Stock shall Units, Unit Shares and Unit Warrants of not have been suspended by less than the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension Minimum Amount shall be terminated prior in escrow pursuant to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingEscrow Agreement.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market norAMEX, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market AMEX. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants with respect to the First Closing in the amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company, which suspension shall be terminated prior ’s Board of Directors in a form reasonably acceptable to the Closing), andsuch Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the First Closing. (viii) A form UCC-1, any time prior appropriate filings to be made with the Patent and Trademark Office, or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement and the Patent Security Agreement shall have been filed. (ix) The Company shall have created the Share Reserve. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xi) YA Global shall have funded to the Company $3,000,000 in aggregate gross proceeds in connection with the YA Global Closing; (xii) Stockholder Approval shall have been obtained and the Registration Statement for YA Global shall have been filed with the SEC. (xiii) The Company shall be in compliance with the terms of all of the Transaction Documents. (xiv) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the First Closing Date, that all conditions to the First Closing have been satisfied. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The First Closing shall have occurred. (ii) All the requirements required to have be achieved in connection with the First Milestone Date shall have been achieved and the Company shall have provided to Buyer reasonably satisfactory evidence thereof. (iii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the Second Closing Date. (v) The Company shall have executed and delivered to the Buyers the Convertible Debentures with respect to the Second Closing in the amounts set forth opposite each Buyers name on Schedule I attached hereto. (vi) The Company shall have filed the Registration Statement with the SEC materially in compliance with the rules and regulations promulgated by the SEC for filing thereof. (vii) The Company shall be in compliance with the terms of all of the Transaction Documents. (viii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyers hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The First Closing and the Second Closing shall both have occurred. (ii) All the requirements required to have be achieved in connection with the Second Milestone Date shall have been achieved and the Company shall have provided to Buyer reasonably satisfactory evidence thereof. (iii) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Primary Market. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, nor in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a banking moratorium specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (v) The Company shall have executed and delivered to the Buyers the Convertible Debentures with respect to the Third Closing in the amounts set forth opposite each Buyers name on Schedule I attached hereto. (vi) The Registration Statement shall have been declared either effective by the United States or New York State authorities nor SEC. (vii) The Company shall there be in compliance with the terms of all of the Transaction Documents. (viii) The Company shall 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 whichcertified, in each case, in the reasonable judgment a certificate executed by two officers of the BuyerCompany and dated as of the Third Closing Date, makes it impracticable or inadvisable that all conditions to purchase the Securities at the ClosingThird Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) trading on the Principal Market and (B) shall not have been suspended, as one of the Closing Datedesignated Primary Markets, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company shall have cooperated with the Buyer(s) as the Buyer(s) may request to file an amendment to the existing UCC-1s filed in connection with the Security Documents, and shall have filed a UCC-1 or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such other national or international calamity forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Documents and provided proof of such magnitude filing to the Buyer(s). (ix) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (x) The Company shall have obtained the approval of the SenseIt Corp. and the stockholders of SenseIt Corp in its effect onorder to enter into the Pledge and Escrow Agreement. (xi) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xii) The Company shall have created the Securities at Share Reserve. (xiii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the ClosingBuyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debenture at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered them to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either . If requested by the United States or New York State authorities nor Buyer, the Buyer shall there have occurred any material outbreak or escalation received a certificate, executed by the President of hostilities or the Company, dated as of the Closing Date, to the foregoing effect and as to such other national or international calamity matters as may be reasonably requested by the Buyer including, without limitation an update as of such magnitude the Closing Date regarding the representation contained in its effect on, or any material adverse change in, any financial market which, in each case, Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debenture in the reasonable judgment respective amounts set forth opposite the Buyer's name on Schedule I attached hereto. (v) The Buyer shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP in a form set forth in Schedule 9(a)(v). (vi) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (vii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, makes it impracticable or inadvisable from the Company's certified public accountant as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debenture, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company, which suspension shall be terminated prior 's Board of Directors in a form reasonably acceptable to the Closing), andsuch Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at any time prior the First Closing. (viii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge Agreement shall have been delivered to the Escrow Agent (x) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xi) The Company shall have created the Share Reserve. (xii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall not have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (iv) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing DateClosings, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofbenefit: (ia) The Company shall have duly executed this Agreement, the Convertible Debentures, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such dateBuyer(s). (iiib) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedThe National Association of Securities Dealers, as of the Closing DateInc. OTC Bulletin Board, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason and all of the SEC Conversion Shares issuable upon conversion of the Convertible Debentures shall be approved for listing or quotation on The National Association of Securities Dealers, Inc. OTC Bulletin Board. (c) The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closings as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closings. (d) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (e) The Buyer(s) shall have received an opinion of limited duration agreed counsel from Kirkpatrick & Lockhart, LLP. (f) The Company ▇▇▇▇▇ ▇▇▇▇ pro▇▇▇▇▇ ▇▇ the Buyer(s) a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (g) As of the Closings, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension 's transfer agent. (i) The Company shall be terminated prior have provided to the Closing)Investor an acknowledgement from Rachlin, and, (ii) at any time prior Cohen & Holtz as to the Closing Date, trading its ability to provide all consents requ▇▇▇▇ ▇▇ o▇▇▇▇ to ▇▇▇▇ a registration statement in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingconnection with this transaction.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof, and, provided, further, that, with respect to the First Closing Date, to the extent any of the following conditions are not satisfied as of the First Closing Date, the Company shall, and shall cause each of the Guarantors to, satisfy such conditions on or before the date that is five (5) Business Days following the First Closing Date, or or such later date as is consented to by the Buyer: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer a Convertible Debenture with a principal amount corresponding to the aggregate number of Common Shares pursuant to this AgreementSubscription Amount set forth opposite the Buyer’s name on the Buyer Schedule for the Closing. (iib) All The Company shall have delivered to the Buyer copies of its and each Subsidiaries’ certified copies of its charter, as well as any shareholder or operating agreements by or among the shareholders or members of any of the representations Company’s Subsidiaries. (c) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and warranties made by good standing of the Company in this Agreement that are qualified by materiality or Material Adverse Effect as of a date within ten (10) days of the First Closing Date. (d) [Intentionally Omitted]. (e) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such other than representations and warranties expressly speak as of an earlier datequalified by materiality, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such each Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such specific date)) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to each Closing Date. (iiif) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the each Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the each Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivg) The Company shall have obtained all governmental, regulatory or third third- party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vh) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vii) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect, or an Event of Default (as defined in the Convertible Debentures). (viij) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Conversion Shares issuable pursuant to the Convertible Debentures to be issued at the Closing. (k) The Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (l) (i) From the date hereof to the applicable Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) [Reserved], and (iii) at any time prior from the date hereof to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (m) The Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement and confirming such matters listed in this Section 7 as the Buyer or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common the First Closing Shares at the First Closing is subject to the satisfaction, at or before the First Closing Date, unless otherwise noted below, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company Parties shall have duly executed obtained any and delivered to all approvals, consents, decisions, clearances and waivers necessary for consummation of the Buyer transactions contemplated by this Agreement and the Agreement, including, but not limited to, all permits, authorizations, approvals, consents or decisions of any Governmental Entity or regulatory body; (ii) The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Registration Rights Agreement.; (iiiii) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect contained herein shall be true and correct in all respects as of the date hereof when made and as of such each Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects as of such date) with the covenants, agreements and all of the representations and warranties made conditions required to be performed, satisfied or complied with by the Company in this Agreement that are not qualified at or prior to such Closing Date. The Buyer shall have received a certificate, duly executed by materiality or Material Adverse Effect shall be true and correct in all material respects as the Chief Executive Officer of the date hereof and Company, dated as of such Closing Date as though made at Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer; (iv) The Company shall have delivered to the Buyer a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such Closing Date (except to the extent such representations and warranties expressly speak jurisdiction of formation dated as of an earlier date, which shall be true and correct in all material respects as of a date within ten (10) days prior to such date).Closing Date; (iiiv) The Common Stock As of the First Closing Date, (A) the Common Stock shall be designated for quotation or listed (as applicable) on the Principal Market and Market, (B) the Common Stock shall not have been suspended, as of the Closing Date, suspended by the SEC Commission or the Principal Market from trading on the Principal Market nor, except as disclosed in and (C) trading of the SEC Documents, Common Stock on the Principal Market shall suspension not have been threatened to be suspended by the SEC Commission or the Principal Market have been threatened (with including through a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periodswritten notification from the Principal Market indicating that the closing bid price for Common Stock was below the minimum bid price), as of the Closing Date, either (I) in writing by the SEC Commission or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market., provided that, in the event the Company does not meet the minimum bid price requirement of the Principal Market, the condition specified in (C) will be deemed to be satisfied if, through Board approval of a reverse split of the Common Stock (subject to such additional steps, including shareholder approval, as may be required under applicable law to complete such reverse split), the Company has undertaken steps to regain compliance with such minimum bid price requirement; (ivvi) The Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company; (vii) The Company shall have obtained all governmentaldelivered to the Buyer the legal opinion of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP, regulatory or third party consents and approvalsdated as of such Closing Date with respect to matters customary for a private placement of this type, if any, necessary for which form shall be reasonably agreed upon with the sale of the Securities, including without limitation, those required by the Principal Market, if any.Buyer; (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (viviii) Since the date of execution of this Agreementhereof, no event or series of events shall have occurred that has had or would reasonably would be expected to have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market business, properties, assets, liabilities, operations (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closingincluding results thereof), andcondition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, transactions contemplated hereby or any material adverse change in, any financial market which, other agreements or instruments to be entered into in each case, in connection herewith or (iii) the reasonable judgment authority or ability of the Buyer, makes it impracticable Company or inadvisable any of its Subsidiaries to purchase the Securities at the Closing.perform any of their respective obligations under this Agreement; and

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common the Series A Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed Registration Rights Agreement, and delivered the same to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iiib) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Nasdaq Stock Market, if any. (v) No statuteInc.'s OTC Bulletin Board, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason and all of the SEC Conversion Shares issuable upon conversion of the Series A Preferred Shares shall be approved for listing or quotation on The Nasdaq Stock Market, Inc.'s OTC Bulletin Board. (c) The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. The Buyer shall have received a certificate, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States or New York State authorities nor Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (d) The Buyer shall there have occurred any material outbreak or escalation received the opinion of hostilities or other national or international calamity the Company's counsel dated as of such magnitude in its effect on, or any material adverse change in, any financial market whichthe Closing Date, in each caseform, scope and substance reasonably satisfactory to the Buyer and in substantially the reasonable judgment form of Exhibit F attached hereto. (e) The Company shall have executed and delivered to the Buyer, makes it impracticable or inadvisable to purchase Buyer the Securities Certificates (in such denominations as the Buyer shall request) for the Series A Preferred Shares being purchased by the Buyer at the Closing. (f) The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit G attached hereto. (g) As of the Closing Date, the Company shall as of the Closing Date have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Shares and permitting the exercise of the Warrants, 13,400,000 shares of Common Stock to effect the conversion of all of the Series A Preferred Shares and the exercise of all the Warrants then outstanding. (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at the Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have duly executed and delivered to the Buyer this Agreement and delivered the same to the Buyer. b. The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreementduly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above. (ii) All of c. The Company shall have delivered to the Buyer the Warrants. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. e. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such Closing Date Date, as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as of such date). (iii) The Common Stock (A) shall with the covenants, agreements and conditions required by this Agreement to be designated for quotation performed, satisfied or listed (as applicable) on complied with by the Principal Market and (B) shall not have been suspended, as of Company at or prior to the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmentalf. No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no g. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. (vii) From the date hereof to the Closing Date, (i) trading h. Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC SEC, FINRA or the Principal Market Market. i. The Company shall have delivered to the Buyer (except for any suspension i) a certificate evidencing the formation and good standing of trading the Company and each of limited duration agreed to its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, which suspension instruments and transactions contemplated hereby. j. SRP Artesia, LLC, a Delaware limited liability company and subsidiary of the Company, shall be terminated prior have executed that certain second amendment to the Closingguaranty originally entered into on or around February 8, 2024, with the Buyer (the “First Guaranty”). k. AIU 8▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, andLLC, (ii) at any time prior a Delaware limited liability company and subsidiary of the Company, shall have executed that certain first amendment to the Closing Dateguaranty originally entered into on or around January 12, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited2023, or minimum prices shall not have been established on securities whose trades are reported by such servicewith the Buyer (the “Second Guaranty”, or on and collectively with the Principal MarketFirst Guaranty, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment “Guaranties”). A copy of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.Guaranties are attached hereto as Exhibit C.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedNasdaq Capital Markets, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, the SEC or Company shall have made all filings necessary for the Principal Market Conversion Shares with the Nasdaq Capital Markets, subject to the understanding that, until the Company obtains shareholder approval as contemplated in Section 4(m), the Company has insufficient authorized shares. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from ▇▇▇▇▇, Figa & Will, P.C. in the form of Schedule 7(a)(v). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have authorized the Buyer, as provided for in Schedule 7(a)(vii) to file a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding to the extent that the Company has authorized shares remaining available for reservation in which case the Obligor shall be obligated to increase its authorized shares pursuant to Section 4 (e) herein. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (xi) The Company has obtained and provided to the Closing)Buyers irrevocable voting proxies from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇ voting in favor of registering and being able to issue the Total Transaction Shares as contemplated under this transaction. (iib) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at any time prior the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the Nasdaq Capital Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the Nasdaq Capital Markets, subject to the understanding that, until the Company obtains shareholder approval as contemplated in Section 4(m), the Company has insufficient authorized shares. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) Trading Days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or minimum prices before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the Nasdaq Capital Markets, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, or on and all the Principal Market, nor Conversion Shares issuable upon the conversion of the Convertible Debentures shall a banking moratorium have been declared either be approved by the United States or New York State authorities nor Nasdaq Capital Markets, subject to the understanding that, until the Company obtains shareholder approval as contemplated in Section 4(m), the Company has insufficient authorized shares. (ii) The representations and warranties of the Company shall there have occurred be true and correct in all material respects (except to the extent that any material outbreak or escalation of hostilities or other national or international calamity of such magnitude representations and warranties is already qualified as to materiality in its effect on, or any material adverse change in, any financial market whichSection 3 above, in each which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the reasonable judgment of covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Third Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Third Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Third Closing have been satisfied and that the Company Registration Statement shall be declared effective by the SEC, in compliance with the rules and regulations promulgated by the SEC, within two(2) Trading Days after the Third Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Third Closing Date, to the foregoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer's name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading as of a date within 10 days of the Closing Date. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in securities generally the Pledged Property as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on detailed in the Principal Market, nor shall a banking moratorium have been declared either by Security Agreement dated 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 date hereof and provided proof of such magnitude in its effect on, or any material adverse change in, any financial market whichfiling to the Buyer(s). (viii) The Company shall have created the Share Reserve. (ix) The Irrevocable Transfer Agent Instructions, in each case, in the reasonable judgment of form and substance satisfactory to the Buyer, makes it impracticable or inadvisable shall have been delivered to purchase and acknowledged in writing by the Securities at the ClosingCompany's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer's name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading as of a date within 10 days of the Closing Date. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in securities generally the Pledged Property as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on detailed in the Principal Market, nor shall a banking moratorium have been declared either by Security Agreement dated 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 date hereof and provided proof of such magnitude in its effect on, or any material adverse change in, any financial market whichfiling to the Buyer(s). (viii) The Company shall have created the Share Reserve. (ix) The Irrevocable Transfer Agent Instructions, in each case, in the reasonable judgment of form and substance satisfactory to the Buyer, makes it impracticable shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) Prior to the Closing Date, any combination of the Company's senior management and Board of Directors shall invest a total of $50,000 (the "MANAGEMENT CONTRIBUTION") in the Company's common stock at a price equal to the greater of (i) the VWAP on the day immediately preceding the Closing Date or inadvisable (ii) $0.50 per share. (xi) Prior to purchase the Securities Closing Date, John G. Murphy, George J. Mehm, Jr., Donal McSullivan, Terry Denniso▇ ▇▇▇ ▇▇▇▇▇▇▇ Ro▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇▇, "▇▇▇▇▇▇▇▇▇▇") ▇▇al▇ ▇▇▇▇ ▇▇▇▇▇ ▇nto a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇on agreement in a form acceptable to the Buyer providing that 20% of such person's salary shall be reduced until all amounts due and owing under YA Bridge Debentures and the Convertible Debenture issued hereunder (collectively, the "BRIDGE LOANS") are repaid in full at which time the person's salary shall be restored to its prior level. Any accrued but unpaid salary will be converted into Common Stock at the Closinggreater of (i) the VWAP on the day immediately preceding the payoff of the Bridge Loans or (ii) $0.50 per share (and such accrued but unpaid salary shall not be paid in cash). Any person referenced herein that has contributed to the Management Contribution may elect not to convert the portion of the accrued but unpaid salary equal to such person's Management Contribution and may be paid in cash only after all amounts owed collectively under the Prior Debentures and the Bridge Loans have been reduced to $5.0 million or less.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason. (iii) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier date, which shall be true and correct in all respects as of such a specific date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true have performed, satisfied and correct complied in all material respects as of with the date hereof covenants, agreements and as of conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale of Buyer(s) the Securities, including without limitation, those required by the Principal Market, if anyConvertible Debentures purchased at such Closing. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Buyer(s) shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity received an opinion of competent jurisdiction that prohibits counsel from the consummation of any of Company’s British Columbia counsel in the transactions contemplated by this Agreementform attached hereto as Exhibit “C”. (vi) Since the date of execution of this Agreement, no event or series of events The Company shall have occurred that reasonably would have or result provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated and/or the Canadian equivalent of a Material Adverse Effectcertificate of good standing. (vii) From the date hereof The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (viii) The Company shall have filed and perfected the Buyers security interest in the Pledged Property as this term is defined in the Security Agreement by registering in the British Columbia Personal Property Registry a financing statement with regard to the Pledged Property as detailed in the Security Agreement and provided proof of such filing to the Buyer. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, all the shares of Common Stock required to effect the full conversion of all of the Convertible Debentures to be issued at such Closing. (x) Any additional conditions to a particular Closing set forth on the Funding Schedule shall have been satisfied. (xi) The Company and SKS Consulting shall have entered into the Consulting Agreement in accordance with Section 5(p) hereof. (xii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the such Closing Date, (i) trading in the Common Stock shall not that all conditions to such Closing have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (ai) The obligation of the Buyer hereunder to purchase its Common Shares Two Hundred Thousand Dollars ($200,000) of the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed this Agreement, the Escrow Agreement, the Irrevocable Transfer Instructions, the Investor Registration Rights Agreement, and the Security Agreement and delivered the same to the Buyer this Agreement and the Buyer. (b) The Company shall have duly executed and delivered to reserved for issuance a minimum of three million five hundred thousand (3,500,000) shares of the Buyer Company's Common Stock for issuance upon conversion of the aggregate number of Common Shares pursuant to this AgreementConvertible Debenture. (iic) All of The Company shall have filed and perfected the representations and warranties made Buyers security interest in the Pledged Property as this term is defined in the Security Agreement dated the date hereof by registering in the Company British Columbia Personal Property Registry a financing statement with regard to the Pledged Property and/or Pledged Collateral as detailed in this the Security Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of dated the date hereof and as provided proof of such Closing Date as though made at and as of such Closing Date (except filing to the extent such Buyer. (d) The representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the President of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Buyer including, without limitation an update as of the Principal Market from trading on Closing Date regarding the Principal Market nor, except as disclosed representation contained in Section 3(c) above. (e) The Company shall have executed and delivered to the Buyer the Convertible Debentures in the SEC Documents, shall suspension by respective amounts set forth opposite the SEC or the Principal Market have been threatened Buyer name on Schedule I attached hereto. (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as f) As of the Closing Date, either the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (Ig) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal MarketCompany's transfer agent. (ivh) The Company shall have obtained all governmentalprovided to the Investor an acknowledgement, regulatory or third party consents and approvals, if any, necessary for to the sale satisfaction of the SecuritiesInvestor, including without limitationfrom KPMG, those LLP, the accountant to the Company, as to KPMG, LLP's ability to provide all consents required by the Principal Market, if anyin order to file a registration statement in connection with this transaction. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any The obligation of the transactions contemplated by this Agreement. Buyer hereunder to purchase an additional Two Hundred Thousand Dollars (vi$200,000) Since of the date Convertible Debentures upon the effectiveness of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof Registration Statement filed pursuant to the Closing Date, (i) trading in Investor Registration Rights Agreement is subject to the Common Stock shall not have been suspended Registration Statement being declared effective by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingSEC.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the each Buyer hereunder to purchase its Common the Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Datedate of the Closing, of each of the following conditions, provided that these conditions are for the each Buyer’s 's sole benefit and may be waived by the such Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company parties shall have duly executed and delivered to the Buyer this Agreement and the Company Registration Rights Agreement, and delivered the same to each other. b. The Certificate of Designation shall have duly executed been filed with the Secretary of State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreementeach Buyer. (ii) All c. Until the date of the Closing, the Common Stock shall be authorized for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market and trading in the Common Stock on Nasdaq National Market or the Nasdaq SmallCap Market shall not have been suspended by the SEC or Nasdaq. d. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent that any of such representations and warranties expressly speak is already qualified as of an earlier dateto materiality in Section 3, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the date of the Closing as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the date of such date). (iii) The Common Stock (A) the Closing. Each Buyer shall be designated for quotation or listed (as applicable) on have received a certificate, executed by the Principal Market and (B) shall not have been suspendedChief Executive Officer of the Company, dated as of the Closing Datedate of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer. e. Each Buyer shall have received the SEC or opinion of the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), Company's counsel dated as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements date of the Principal MarketClosing, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit D attached hereto. (iv) f. The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to each Buyer the Stock Certificates for the Preferred Shares being purchased by such Buyer. g. The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit E attached hereto. h. The Company shall have closed the sale of 24,500 shares of the SecuritiesCompany's 5% Cumulative Convertible Preferred Stock, including without limitationSeries 2, those required by $.001 par value per share, for an aggregate gross purchase price of $24,500,000 on the Principal Marketterms and conditions and with the rights and obligations set forth in the forms of the securities purchase agreement, if anyregistration rights agreement, escrow agreement and certificate of designations, preferences and rights previously delivered to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, counsel for the Buyers. (v) No statute, rule, regulation, executive order, decree, ruling or injunction i. The Escrow Agreement shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof duly executed and delivered to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingBuyers.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Debentures at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer the Convertible Debentures being purchased at the Closing. (v) With respect to the first Closing, trading the Buyer shall have received an opinion of counsel from counsel to the Company in securities generally a form satisfactory to the Buyer. (vi) With respect to the first Closing, the Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on may be required to perfect the Principal Market, nor shall a banking moratorium have been declared either by Buyer's interest in 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 Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer. (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (ix) With respect to the first Closing, or any material adverse change inthe Company shall have provided to the Buyer an acknowledgement, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company's independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (xii) Any additional conditions to a particular Closing set forth on the Funding Schedule shall have been satisfied. (xiii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the each Closing Date, that all conditions to such Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of The Common Stock shall be authorized for quotation on the Primary Market and trading in the Common Stock shall not have been suspended for any reason. (iii) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the First Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an earlier dateopinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing as of a date within 15 days of the date hereof from the secretary of state from the state in which the company is incorporated. (vii) A form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof shall have been filed. (viii) The Company shall have provided to the Buyer an acknowledgement, which to the satisfaction of the Buyer, from M▇▇▇▇▇ and K▇▇▇▇▇▇▇ LLP as to the Company’s ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures and exercise of the Warrants, the Initial Share Reserve. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the Primary Market and trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares shall be approved by the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of such the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iii) The Common Stock (ACompany shall have executed and delivered to the Buyer(s) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed Convertible Debentures in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (Irespective amounts set forth opposite each Buyer(s) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Marketname on Schedule I attached hereto. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required Stockholder Approval as contemplated by the Principal Market, if anySection 4(o) hereof. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedcertified, entered, promulgated or endorsed in a certificate executed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any two officers of the transactions contemplated by this AgreementCompany and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (vi) Since All of the date of execution of this Agreement, no event or series of events conditions to the First Closing shall have occurred that reasonably would have or result in a Material Adverse Effectbeen satisfied. (viic) From The obligation of the date hereof Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the Primary Market and trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares shall be approved by the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have filed the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC or the Principal Market for filing thereof. (except for any suspension of trading of limited duration agreed to v) The Registration Statement shall have been declared effective by the Company, which suspension shall be terminated prior SEC. (vi) All of the conditions to the Closing)Second Closing shall have been satisfied. (vii) The Company shall have certified, and, (ii) at any time prior to in a certificate executed by two officers of the Company and dated as of the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not that all conditions to the Third Closing have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed 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 Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, makes it impracticable or inadvisable to purchase (ii) the Securities Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company shall have filed, or authorized the Buyer to file, a form UCC-1 or such other forms as may be required to perfect in the United States the Buyer’s security interest in the Pledged Property as detailed in the Security Agreement and provided proof of such filing to the Buyer(s). (ix) The Company shall have created the Share Reserve.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its the Common Shares at and the Closing Preferred Shares is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The parties shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to each other. b. The Company shall have duly executed and delivered caused the Certificate of Designation to be filed with Secretary of State for the Buyer this Agreement and State of Delaware at or before the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementClosing Date. c. Until the Closing Date, the Common Stock shall be authorized for quotation on NASDAQ-NMS, and trading in the Common Stock (iior on NASDAQ-NMS generally) All of shall not have been suspended by the SEC or NASDAQ. d. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the chief executive officer of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Buyer. e. The Buyer shall have received an opinion of the Principal Market from trading on the Principal Market norCompany's counsel, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), dated as of the Closing Date, either (Iin form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT C attached hereto. f. The Buyer shall have received the officer's certificate described in Section 3(c) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements above, dated as of the Principal MarketClosing Date. (iv) g. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary delivered to the Buyer the Stock Certificate for the sale of the Securities, including without limitation, those required by the Principal Market, if anyCommon Shares. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for : (a) The Company shall have executed the Buyer’s sole benefit Transaction Documents and may be waived by delivered the Buyer at any time in its sole discretion by providing same to the Company with prior written notice thereof:Buyer(s). (i) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect Stock shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB, and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (ii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either . If requested by the United States Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Buyer(s) shall have received an opinion of counsel in a form satisfactory to the Buyer(s). (v) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vi) The Company shall have filed a form UCC-1 or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such other national or international calamity forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer(s). (vii) The Company shall have delivered to the Escrow Agent the Pledged Shares (or a copy of written instructions to the transfer agent signed by the Company and directing the issuance of such shares and the delivery thereof to the Buyer) as well as executed and medallion guaranteed stock powers (within 15 business days after the date hereof) as required pursuant to the Pledge and Escrow Agreements. (viii) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company's independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Securities at Buyer, shall have been delivered to and acknowledged in writing by the ClosingCompany's transfer agent. (x) The Company shall have obtained a written agreement extending its rights to the La Troliere Spring water source.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a recent date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company, which suspension shall be terminated prior 's Board of Directors in a form reasonably acceptable to the Closing), andsuch Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the First Closing. (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have created the Share Reserve. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time prior to in its sole discretion: (i) The Common Stock shall be authorized for quotation or trading on the Closing DatePrimary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (iv) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (v) The Company shall have and its depository institutions shall have entered into deposit account agreements with respect to each of the Company’s deposit accounts in accordance with the Security Documents. (vi) No event of default shall have occurred. (vii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, nor in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a banking moratorium specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (iv) The Company shall have achieved the at least one of the Milestones. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) No event of default shall have occurred. (vii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Third Closing Date, that all conditions to the Third Closing 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 Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in securities generally the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company or the Buyers shall have filed a form UCC-1 or such other forms as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on may be required to perfect the Principal Market, nor shall a banking moratorium have been declared either by Buyer's security interest created under 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 Security Documents and provided proof of such magnitude in its effect onfiling to the Buyer(s). (viii) The Company and Kevin Kreisler shall have d▇▇▇▇▇▇▇▇ ▇▇▇ ▇ledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company's independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (xii) The Company shall have acquired NextGen Fuel, Inc.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares Purchase the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the SEC or OTCBB. (iii) The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from Sichenzia Ross Freidman Ference LLP in a form satisfactory to the Buyer(s). (▇▇) ▇▇▇ ▇▇▇pany shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form as may be required to perfect the Buyer's interest in the Pledged Property in accordance with English law as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Escrow Agent the Pledged Shares as well executed and medallion guaranteed stock bond powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior 's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the OTCBB. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. (v) The Company and its auditors shall have completed the Company's audited financial statements for the fiscal year ended July 31, 2005. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or minimum prices before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been established on securities whose trades are reported suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by such service, or on the Principal Market, nor OTCBB. (ii) The Company's Registration Statement with respect to the resale of the Conversion Shares in accordance with the terms of the Investor Registration Rights Agreement shall a banking moratorium have been declared either effective by the United States SEC and remain effective on the Third Closing Date. (iii) The Company shall have no knowledge of any event which would more likely than not have the effect of causing the Registration Statement to be suspended or New York State authorities nor otherwise ineffective. (iv) The Company shall there have occurred any material outbreak or escalation filed with the SEC in a timely manner all reports, notices and other documents required 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, it under the Exchange Act and applicable SEC regulations. (v) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the reasonable judgment respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (vi) The Company shall have certified that all conditions to the Third Closing have been satisfied and shall provide the Buyer with a certificate, executed by the two officers of the BuyerCompany, makes it impracticable or inadvisable dated as of the Third Closing Date, to purchase the Securities at the Closingforegoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer Buyer(s) at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed this Agreement, the Amended and Restated Security Agreement, the Convertible Debenture, the Escrow Agreement, the Irrevocable Transfer Instructions and the Investor Registration Rights Agreement, and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (iib) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, by to the SEC or foregoing effect and an update as of the Principal Market from trading on Closing Date regarding the Principal Market nor, except as disclosed representation contained in Section 3(c) above. (c) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the SEC Documents, respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (d) The Buyer(s) shall suspension by have received an opinion of counsel in a form satisfactory to the SEC or Buyer(s). (e) The Company shall have provided to the Principal Market have been threatened Buyer(s) a certificate of good standing from the Secretary of State of Delaware. (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as f) As of the Closing Date, either the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (Ig) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal MarketCompany's transfer agent been engaged. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company, and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company, which suspension shall be terminated prior 's Board of Directors in a form reasonably acceptable to the Closing), andsuch Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the First Closing. (viii) The Company or the Buyer shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the First Closing Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xii) The Buyer shall have completed its due diligence process and, in its sole discretion, determined that the results are satisfactory. (b) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time prior to in its sole discretion: (i) The Common Stock shall be authorized for quotation or trading on the Closing DatePrimary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (iv) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (v) The Company shall have created the Second Closing Share Reserve. (vi) The Buyer shall have filed all required periodic reports with the SEC on a timely basis. (vii) The Company shall have filed a registration covering all of the Registrable Securities (as that term is defined in the Registration Rights Agreement) within 10 days of the First Closing. (viii) No claim shall have been filed against the Company in any judicial forum or arbitration, pursuant or related to the Stock Purchase Agreement by and between the Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated December 5, 2005. (ix) There shall have been no material adverse change to the Company or its operations since the First Closing. (c) The obligation of the Buyer(s) hereunder to purchase the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, nor in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a banking moratorium specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (iv) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Third Closing Date, that all conditions to the Third Closing have been declared either satisfied. (v) The Company shall have created the Third Closing Share Reserve. (vi) No claim shall have been filed against the Company in any judicial forum or arbitration, pursuant or related to the Stock Purchase Agreement by and between the United States or New York State authorities nor Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ dated December 5, 2005. (vii) The Buyer 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 filed all required periodic reports with the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingSEC on a timely basis.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at the Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have duly executed and delivered to the Buyer this Agreement and delivered the same to the Buyer. b. The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreementduly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above. (ii) All of c. The Company shall have delivered to the Buyer the Warrants. d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. e. The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such Closing Date Date, as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as of such date). (iii) The Common Stock (A) shall with the covenants, agreements and conditions required by this Agreement to be designated for quotation performed, satisfied or listed (as applicable) on complied with by the Principal Market and (B) shall not have been suspended, as of Company at or prior to the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmentalf. No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no g. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. (vii) From the date hereof to the Closing Date, (i) trading h. Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC SEC, FINRA or the Principal Market Market. i. The Company shall have delivered to the Buyer (except for any suspension i) a certificate evidencing the formation and good standing of trading the Company and each of limited duration agreed to its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, which suspension instruments and transactions contemplated hereby. j. The Company shall be terminated prior have delivered to the Closing), and, (ii) at any time prior Buyer a legal opinion from the Company’s counsel covering the transactions contemplated by the Transaction Documents in a form acceptable to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Buyer. k. The Company shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on delivered to the Principal Market, nor shall a banking moratorium have been declared either Buyer the Voting Agreement duly executed by the United States or New York State authorities nor Company and MGW. l. The Company shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in delivered to the Buyer the Security Agreement duly executed by the Company and its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingSubsidiaries.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed Registration Rights Agreement, and delivered the same to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) b. The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedover-the-counter market, as of the Closing Date, by the SEC or the Principal NASDAQ SmallCap Market from trading on the Principal Market nor, except as disclosed in the SEC DocumentsInc., shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. c. The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. The Buyer shall have received a certificate, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States or New York State authorities nor Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. d. The Buyer shall there have occurred any material outbreak or escalation received the opinion of hostilities or other national or international calamity the Company's counsel dated as of such magnitude in its effect on, or any material adverse change in, any financial market whichthe Closing Date, in each caseform, scope and substance reasonably satisfactory to the Buyer and in substantially the reasonable judgment form of Exhibit "C" attached hereto. e. The Company shall have executed and delivered to the Buyer, makes it impracticable or inadvisable to purchase Buyer the Securities Certificates (in such denominations as the Buyer shall request) for the Debentures being purchased by the Buyer at the Closing. f. The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit "D" attached hereto. g. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Debentures, such number of shares of Common Stock no less than 100% of the number of shares of Common Stock for which are issuable upon conversion of all of the Debentures which could be issued at any time at the Floor Price as defined in the Debentures. h. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common the Series A Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s 's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed this Agreement, the Registration Rights Agreement, and the Warrants, and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (iib) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the Chief Executive Officer of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Buyer including, without limitation an update as of the Principal Market from trading on Closing Date regarding the Principal Market nor, except as disclosed representation contained in Section 3(c) above. (c) The Buyer shall have received the SEC Documents, shall suspension by opinion of the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), Company's counsel dated as of the Closing Date, either (I) in writing by form, scope and substance reasonably satisfactory to the SEC or Buyer and in substantially the Principal Market or (II) by falling below the minimum maintenance requirements form of the Principal MarketExhibit "D" attached hereto. (ivd) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Buyer the Certificates (in such denominations as the Buyer shall request) for the sale of the Securities, including without limitation, those required Series A Preferred Shares being purchased by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities Buyer at the Closing. (e) The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit "E" attached hereto. (f) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. 8.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares Purchase the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the First Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the First Closing Date, to the foregoing effect and as to such date)other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Buyer(s) shall have received an opinion of counsel from Stark & Stark, P▇ ▇▇ a f▇▇▇ ▇atisfactory to the Buyer(s). (v) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vi) The Company shall have delivered the Pledged Shares as well executed and medallion guaranteed stock bond powers as required pursuant to the Pledge and Escrow Agreement. (vii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (Aix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendeddelivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered forbearance agreements or deferments from Arisawa and the Dworkins in a form satisfactory to the Buyer. (xi) The Company shall have certified that all conditions to the Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Closing Date, by to the SEC or foregoing effect. The Buyers shall have no obligation to fund at the Principal Market from trading on Closing if the Principal Market nor, except as disclosed in Company has filed the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened Registration Statement. (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of each of the Principal Market.following conditions: (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended by for any reason. (ii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed to by the Company, which suspension shall be terminated prior to dated as of the Closing), and, (ii) at any time prior to the Second Closing Date, trading to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in securities generally as reported by Bloomberg L.P. Section 3(c) above. (iii) The Company shall not have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been suspended or limitedsatisfied, or minimum prices the Company has answered any and all comments to the Registration Statement with the SEC and shall not have been established on securities whose trades are reported within two (2) business days after the Second Closing request acceleration of the Registration Statement. If requested by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by the President of the Company, dated as of the Second Closing Date, to purchase the Securities at the Closingforegoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iiib) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (c) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading . (d) The Company shall have executed and delivered to the Buyer the Convertible Debentures being purchased at the Closing. (e) The Buyer shall have received an opinion of counsel from counsel to the Company in securities generally a form satisfactory to the Buyer. (f) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (g) The Company shall have filed a form UCC-1 or such other forms as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on may be required to perfect the Principal Market, nor shall a banking moratorium have been declared either by Buyer's interest in 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 Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer. (h) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company's independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (i) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (j) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (k) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Closing Date, that all conditions to such Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in securities generally as reported by Bloomberg L.P. the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Company shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either provided all information reasonably requested by the United States or New York State authorities nor Buyer in connection with the preparation of the Security Documents. (vi) The Company shall there have occurred any material outbreak or escalation cause counsel to the Company and its Subsidiaries to deliver an opinion of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market whichcounsel, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable form and substance reasonably acceptable to purchase the Securities at the ClosingBuyers.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures as set forth herein. (v) The Buyer(s) shall have received an opinion of counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the Secretary of State of Delaware. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer an acknowledgement, to the reasonable satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance reasonably satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior 's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB and trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either complied with by the United States Company at 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 prior to the reasonable judgment of Second Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures as set forth herein. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at direct the Closing Escrow Agent to disburse to the Company the net proceeds of the Purchase Price of the Debentures is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditionsconditions within four (4) business days of the Closing, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed this Agreement, the Security Agreement, the Debenture, the other Transaction Documents and any other documents relating to this transaction and delivered the same to the Buyer; (b) The Company shall have delivered to the Buyer certified resolutions of the Company’s Board of Directors authorizing this Agreement Agreement, the other Transactions and the transactions contemplated hereby and thereby; (c) The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Commitment Shares required to be delivered pursuant to this Agreement.Section 4(f)(ii) hereof; (iid) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the Company is incorporated; (e) The Company shall have delivered to the Buyer an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel; (f) All fees, expenses and disbursements due pursuant to Section 4(f) hereof shall have been deducted by the Buyer directly out of the proceeds of the Debenture with no reduction in the amount of Commitment Shares to be delivered at Closing; (g) The completion of satisfactory legal, accounting and financial due diligence on the Company and its subsidiaries; (h) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true Agreement, the Security Agreement, the Debentures and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the respective Closing Date, to the foregoing effect and as to such date).other matters as may be reasonably requested by the Buyer; (iiii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) There shall not have been suspendedany change or disruption or any development involving a prospective change or disruption in the financial or capital markets the effect of which is, in the Buyer’s sole judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Debentures; (j) There shall have been no change which the Buyer, in its sole and absolute discretion, deems to be materially adverse in respect of the business, results of operations, condition (financial or otherwise), value, prospects, liabilities or assets of the Company; (k) The Company’s management incentive and employment agreements shall be acceptable to the Buyer and its counsel; (l) The Company has received all approvals (governmental and otherwise) and third party consents of all requisite parties necessary in order for the Company to consummate the transactions contemplated by this Agreement and the Transaction Documents; and (m) The Company has not defaulted in any material contracts and there is no material litigation, as determined by the Buyer as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares Purchase the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the SEC or OTCBB. (iii) The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from Schneider Weinberger & Beil▇▇ ▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇sonably satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) A form UCC-1 or such other forms as may be required to perfect the Buyer's interest in the Pledged Property as detailed in the Security Agreement dated the date hereof has been filed and the Company has provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Escrow Agent the Pledged Shares as well executed and medallion guaranteed stock bond powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior 's transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended or limitedfor any reason, or minimum prices and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either be approved by the United States or New York State authorities nor OTCBB. (ii) The representations and warranties of the Company shall there have occurred be true and correct in all material respects (except to the extent that any material outbreak or escalation of hostilities or other national or international calamity of such magnitude representations and warranties is already qualified as to materiality in its effect on, or any material adverse change in, any financial market whichSection 3 above, in each which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the reasonable judgment of covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to purchase the Securities foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Note in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the ClosingSecond Closing if the Company has filed the Registration Statement. (v) The Company shall have filed, in a timely manner, all reports required to be filed with the SEC pursuant to the Exchange Act and the regulations of the SEC thereunder, including, without limitation, the Company's Form 10-KSB for the year ended December 31, 2004.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the each Buyer hereunder to purchase its the Common Shares and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s Buyers’ sole benefit and may be waived by the a Buyer at any time (and with the consent of the Lead Buyer in its sole discretion any case) by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to each Buyer each of the Buyer this Agreement Transaction Documents, and the Company shall have (A) caused the Transfer Agent to credit the Common Shares purchased by each Buyer to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system and (B) deliver to each Buyer a Warrant for that number of Warrant Shares set forth opposite each such Buyer’s name on the signature page hereto, duly executed on behalf of the Company and registered in the name of each such Buyer or its designee. (b) Each Buyer shall have received the opinion of The Disclosure Law Group, a Professional Corporation, the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to the Lead Buyer. (c) The Company shall have delivered to each Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form reasonably acceptable to the Lead Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (d) The Company shall have delivered to the Lead Buyer a certificate evidencing the aggregate number formation and good standing of Common Shares pursuant to this Agreementthe Company in the State of Nevada issued by the Secretary of State of Nevada as of a date within ten (10) days of the Closing Date. (e) The Company shall have delivered to the Lead Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (f) The Company shall have delivered to the Lead Buyer a certificate, in the form acceptable to each Buyer, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section ‎3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to the Lead Buyer, (ii) All the Articles of Incorporation of the representations Company and warranties made by (iii) the Bylaws of the Company, each as in effect at the Closing. (g) Each and every representation and warranty of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof when made and as of such the Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects as of such date) with the covenants, agreements and all of the representations and warranties made conditions required to be performed, satisfied or complied with by the Company in this Agreement that are not qualified at or prior to the Closing Date. The Lead Buyer shall have received a certificate, duly executed by materiality or Material Adverse Effect shall be true and correct in all material respects the Chief Executive Officer of the Company, dated as of the date hereof Closing Date, to the foregoing effect and as of to such Closing Date other matters as though made at and as of such Closing Date (except may be reasonably requested by each Buyer in the form acceptable to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date)Lead Buyer. (iiih) The Company shall have delivered to the Lead Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (i) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivj) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vk) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vil) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (viim) The Company shall have submitted notice to the Principal Market to list or designate for quotation (as the case may be) the Common Shares and the Warrant Shares. (n) The Lead Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company (the “Flow of Funds Letter”). (o) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. the Principal Market shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the any Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (p) The Registration Statement shall be effective and available for the issuance and sale to the Buyers hereunder of an aggregate of 3,870,077 Common Shares. (q) The Company shall have delivered to each Buyer the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the 1933 Act). (r) The Company shall have delivered to each Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as each Buyer or its counsel may reasonably request.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer the Convertible Debentures, trading Warrants, and Commitment Shares in securities generally the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as reported of a date within 10 days of the Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by Bloomberg L.P. the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Buyer, the Company, and all of the Company’s subsidiaries shall have executed and delivered the Security Documents in a form reasonably satisfactory to the Buyer providing the Buyer with a first position security interest in all the assets of the Company and its subsidiaries (including all assets purchased pursuant to the Asset Purchase), including, without limitation, all registered domain names, intellectual property, patents, and trademarks and all filings required to perfect the Buyer’s security interest shall have been properly filed. The Company shall have provided the Buyer with proof of termination of the lien held by Eastech Electronics Inc. (ix) The Company shall have obtained Stockholder Approval. (x) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xi) The Company shall have created the Share Reserve. (xii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xiii) The Company shall have established a segregated Deposit Account and the Segregated Deposit Account Agreement shall have been fully executed by the Company and the bank. (xiv) The Company shall have granted the Buyer a security interest in all intellectual property (subject to the terms of the Asset Purchase) satisfactory in form and substance to Buyer. (xv) The Company and the owners of Ebaum’s World, Inc. shall have entered into the Asset Purchase and related agreements substantially in the form previously distributed to Buyer. (xvi) There shall not have been suspended or limiteda Material Adverse Change to the Company, to any of its subsidiaries, or minimum prices to Ebaum’s World, Inc. (xvii) The Buyer shall not have been established on securities whose trades are reported by such servicecompleted its ongoing and continuing due diligence investigation of the Company (including all of its subsidiaries) and of Ebaum’s World, or on the Principal MarketInc., nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in to its effect onsatisfaction. (xviii) The Company, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase and ▇▇▇▇ ▇▇▇▇▇▇ shall have entered into the Securities at “Third Party Reliance Agreement” substantially in the Closingform annexed as Exhibit B hereto (the “Subordination Agreement”).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyers hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered them to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. If requested by the Buyers, trading the Buyers shall have received a certificate, executed by the President of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyers including, without limitation an update as of the Closing Date regarding the representation contained in securities generally Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from Greenberg Traurig, LLP in a form satisfactory to the Buyers. (▇▇) The Company shall have provided to the Buyers a certificate of good standing from the secretary of state from the state in which the Company is incorporated. (vii) The Company shall have provided to the Buyers an acknowledgement, to the satisfaction of the Buyers, from the Company's certified public accountant as reported by Bloomberg L.P. to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (viii) The Company shall not have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debenture, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either delivered to and acknowledged in writing 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 Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingCompany's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. . (iv) The Company shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on executed and delivered to the Principal Market, nor shall a banking moratorium have been declared either by Buyer(s) 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, Convertible Debentures and Warrants in the reasonable judgment respective amounts set forth opposite each Buyer's name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (vii) All prior bridge loan lenders to the Company shall have entered into subordination agreements with the Buyer in a form reasonably satisfactory to the Buyer, makes it impracticable pursuant to which such lenders will agree to subordinate to the Buyer in terms payment and any liens, provided however, that such lender's shall be permitted to be repaid from an institutional capital raise from third parties after the Buyer has be repaid at least $6,250,000 of its existing debt. (viii) The Company shall have created the Share Reserve. (ix) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) Prior to the Closing Date, John G. Murphy, George J. Mehm, Jr., Donal McSullivan, Terry Dennis▇▇ ▇▇▇ ▇▇▇▇▇▇▇ R▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇▇y, "▇▇▇▇▇▇▇▇▇▇") ▇ha▇▇ ▇▇▇▇ ▇▇▇▇▇ into ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ion agreement in a form acceptable to the Buyer providing that 20% of such person's salary shall be reduced until the aggregate debt owed to the Buyer is reduced by $6.25 million or inadvisable more, at which time the person's salary may be restored to purchase its prior level. Any accrued but unpaid salary may be converted into Common Stock at the greater of (i) the VWAP on the day immediately preceding the payoff of the YA Bridge Debenture or (ii) $0.50 per share (and such accrued but unpaid salary shall not be paid in cash). Any person referenced herein that has contributed to the Management Contribution described in the Securities at Purchase Agreement dated as of August 24, 2007 (the Closing"August 2007 SPA") may elect not to convert the portion of the accrued but unpaid salary equal to such person's Management Contribution (as such term is defined in the August 2007 SPA) and may be paid in cash only after all amounts owed collectively under the Prior Debentures and the Bridge Loans have been reduced by $6.25 million or more. (xi) The Company shall have raised an additional $1,250,000 from an existing investor of the Company on terms satisfactory to the Buyer.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer the Convertible Debentures in the respective amounts set forth opposite each Buyer name on Schedule I attached hereto. (v) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer. (vi) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer. (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date (iii) The Company shall have executed and delivered to the Buyer the Convertible Debentures in the respective amounts set forth opposite each Buyer name on Schedule I attached hereto. (iv) The Company shall certify that it will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. (v) The Company shall provide a certificate, or minimum prices shall not executed by two officers of the Company that all conditions to the Second Closing have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB, and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of limited duration agreed counsel from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, and trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have filed the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof on the date of the Second Closing. (v) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or minimum prices before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, and trading in the Common Stock shall not have been established suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on securities whose trades are reported by such service, or on the Principal Market, nor Schedule I attached hereto. (iv) The Registration Statement shall a banking moratorium have been declared either effective by the United States or New York State authorities nor SEC. (v) The Company 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 whichcertified, in each case, in the reasonable judgment a certificate executed by two officers of the BuyerCompany and dated as of the Third Closing Date, makes it impracticable or inadvisable that all conditions to purchase the Securities at the ClosingThird Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company or New York State authorities nor the Buyer shall there have occurred any material outbreak filed a form UCC-1 or escalation of hostilities or such 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, forms as may be required to perfect the Buyer’s interest in the reasonable judgment Pledged Property as detailed in the Security Agreement dated the date hereof. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect Stock shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market OTCBB, and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall file the registration statement with the SEC in compliance with the rules and regulations promulgated by the SEC or for filing thereof within two (2) days of the Principal Market Second Closing Date. (except for any suspension v) The Company shall have certified, in a certificate executed by two officers of trading the Company and dated as of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Second Closing Date, that all conditions to the Second Closing have been satisfied. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, and trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Registration Statement shall be declared effective by the SEC within two (2) days of the Third Closing Date. (v) The Company shall have certified, or minimum prices shall not in a certificate executed by two officers of the Company and dated as of the Third Closing Date, that all conditions to the Third Closing have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading as of a date within 10 days of the Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company’s Board of Directors in securities generally a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as reported by Bloomberg L.P. in effect at the Closing. (viii) The Company or the Buyer shall not have been suspended filed a form UCC-1 or limited, such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Company or minimum prices the Buyer shall not have been established on securities whose trades are reported by such service, or on recorded the Principal Market, nor shall a banking moratorium have been declared either by Buyer’s security interest in the IP Collateral with the United States Patent and Trademark Office or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such other national or international calamity agencies as may be required to perfect the Buyer’s interest in the IP Collateral as detailed in the IP Security Agreement dated the date hereof and provided proof of such magnitude filing to the Buyer(s). (x) The Company, certain of the Company’s shareholders and the Buyer shall have entered into the Irrevocable Voting Agreements and the Buyer shall have been delivered executed irrevocable voting proxies in its effect onconnection therewith, or any material adverse change in, any financial market which, in each case, substantially in the reasonable judgment same form as attached hereto as Exhibit E, voting in favor of the issuance of shares of the Common Stock in excess of the Approved Amount upon conversion of the Convertible Debenture (including the conversion of any Interest due and payable in accordance with the terms of the Convertible Debenture) and exercise of the Warrants. (xi) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xii) The Company shall have created the Securities at Share Reserve. (xiii) The Company shall have received no objection from Nasdaq to list the ClosingConversion Shares and Warrant Shares on the Nasdaq Global Market and shall have notified the Buyers of such in writing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer a Convertible Note with a principal amount corresponding to the aggregate number Subscription Amount set forth opposite the Buyer’s name on the Schedule of Common Shares pursuant to this AgreementBuyers attached hereto. (iib) All The Buyer shall have received the opinion of the representations Cayman Islands counsel to the Company, dated as of the Closing Date, in the form reasonably acceptable to the Buyer. (c) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and warranties made by good standing of the Company in this Agreement that are qualified by materiality or Material Adverse Effect as of a date within ten (10) days of the Closing Date. (d) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such other than representations and warranties expressly speak as of an earlier datequalified by materiality, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such specific date)) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date, as set forth in section 3 and 4. (iiie) The Common Stock Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivf) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vg) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vih) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect. (viii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) no less than the Required Reserve Amount of Ordinary Shares. (j) The Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (k) From the date hereof to the Closing Date, (i) trading in the Common Stock Ordinary Shares shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) the closing price of the Ordinary Shares during each of the five (5) consecutive Trading Days immediately prior to the Closing Date shall be at least 120% of the Floor Price (as defined in the Convertible Notes), and (iii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (l) The Company and its Subsidiaries shall have delivered to the Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Buyer or its counsel may reasonably request. (m) The Company shall have filed the Prospectus Supplement in accordance with Section 4(i)(ii) above.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement and each of the Transaction Documents to which it is a party, the Company shall have duly executed and delivered to the Buyer a Convertible Note with a principal amount corresponding to the aggregate number Subscription Amount set forth opposite the Buyer’s name on Schedule of Common Shares pursuant to this AgreementBuyers attached as Schedule I for the Closing. (iib) All The Buyer shall have received the opinion of the representations Cayman Islands counsel to the Company, dated as of the Closing Date, in the form reasonably acceptable to the Buyer. (c) The Company shall have delivered to the Buyer a certificate evidencing the incorporation and warranties made by good standing of the Company in this Agreement that are qualified by materiality or Material Adverse Effect as of a date within ten (10) days of the Closing Date. (d) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such other than representations and warranties expressly speak as of an earlier datequalified by materiality, which shall be true and correct in all respects as of such daterespects) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though originally made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date, which shall be true and correct in all material respects as of such specific date)) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date, as set forth in section 3 and 4. (iiie) The Common Stock ADSs (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, nor shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivf) The Company shall have obtained all governmental, regulatory or third third-party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vg) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents. (vih) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably would have or be expected to result in a Material Adverse Effect. (viii) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares, to the extent required. (j) The Buyer shall have received a letter, duly executed by an officer of the Company, setting forth the wire amounts of the Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (k) From the date hereof to the Closing Date, (i) trading in the Common Stock ADSs shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, and (ii) the closing price of the ADSs during each of the five (5) consecutive Trading Days immediately prior to the applicable Closing Date shall be at least 200% of the Floor Price (as defined in the Convertible Notes), and (iii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing. (l) The Company shall have filed the Prospectus Supplement in accordance with Section 4(i)(ii) above.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the each Buyer hereunder to purchase its Common Shares the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Buyer’s Buyers’ sole benefit and may be waived by the Buyer Buyers (but solely as to such Buyer) at any time in its sole discretion by providing discretion: (a) The Company shall have executed and delivered to each Buyer the Company with prior written notice thereoffollowing: (i) this Agreement (ii) the Security Agreement and all other documents contemplated therein including, but not limited to, UCC-1 financing statements in form and on terms satisfactory to the Buyers (iii) the Pledge Agreement and all other documents contemplated therein including, but not limited to, the Pledged Securities (as defined in the Pledge Agreement), the Pledge Collateral and stock transfer powers for the Pledged Securities executed but not dated in form and substance satisfactory to the Buyers (iv) the Escrow Agreement (v) such other documents, instruments and/or certificates requested by the Buyers (b) The Company shall have delivered to each Buyer a duly executed and delivered to the Note (in such denominations as each Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreementrequest) in accordance with Section 1(b) above. (iic) All of The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to each Buyer, which shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. (d) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Each Buyer shall have received a certificate or certificates, executed by the chief executive officer and chief financial officer of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedCompany, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the SEC or Buyers including, but not limited to certificates with respect to the Principal Market from trading on Company’s Internal Documents and Board of Directors’ resolutions relating to the Principal Market nor, except as disclosed transactions contemplated hereby and in the SEC other Transaction Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (ve) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this AgreementAgreement and in the other Transaction Documents. (vif) Since the date of execution of this Agreement, no No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company and/or any Subsidiary including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations, or in the sole discretion of Buyers, the transaction’s risk profile, market pricing or implied volatility substantially changes, due diligence concerns arise, or any other conditions material to the successful closing of the transaction are not acceptable to the Buyers. (viig) From The Conversion Shares shall have been authorized for quotation on the date hereof to the Closing Date, (i) OTCQB and trading in the Common Stock on the OTCQB or such equivalent exchange and shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended OTCQB or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingequivalent exchange.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (ii) All of the representations and warranties made by of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Units, all of which shall be in full force and effect. (ii) The Company shall have delivered to the Buyers a certificate, executed on behalf of the Company by its Secretary, dated as of such date)the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Units, including the PPO Warrants and the Common Stock underlying the Units and PPO Warrants, certifying the current versions of the Articles of Incorporation and By-laws of the Company and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (iii) The Common Stock (ABuyer(s) shall be designated for quotation or listed (as applicable) on have received opinions from the Principal Market Company’s and (B) shall not have been suspendedSymbid’s legal counsels, dated as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares at the any shares of the Series D Preferred Stock, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement and delivered the same to the Buyer. (b) The Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementClosing Tranche. (iic) All of the The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such Closing Date Date, as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as of such date)with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vd) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vie) Since the date of execution of this Agreement, no No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company. (viif) From the date hereof to the Closing Date, (i) trading Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC SEC, FINRA or the Principal Market Market. (except for any suspension g) The Company shall have delivered to the Buyer (1) a certificate evidencing the formation and good standing of trading the Company in such entity’s jurisdiction of limited duration agreed to formation issued by the CompanySecretary of State (or comparable office) of such jurisdiction, which suspension shall be terminated prior to the Closing), and, as of a date within twenty (ii20) at any time prior to days of the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either and (2) resolutions adopted by the United States Company’s Board of Directors at a duly called meeting or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or by unanimous written consent authorizing this Agreement and all other national or international calamity of such magnitude in its effect ondocuments, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closinginstruments and transactions contemplated hereby.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have delivered to the Escrow Agent the Irrevocable Instruction Letter as well as a fully executed Share and Escrow Agreement. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (xii) All parties to the Closing), and, (ii) at any time prior Inter-Creditor Agreement dated the date hereof shall have executed such agreement and delivered a copy to the Buyer. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either complied with by the United States Company at 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 prior to the reasonable judgment of Second Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have filed its F-20 for its year ended December 31, 2005 in compliance with all the rules and regulations promulgated by the SEC for filing thereof. (v) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing.. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved by the SEC or OTCBB. (iii) The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date, trading (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in securities generally the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on may be required to perfect the Principal Market, nor shall a banking moratorium have been declared either by Buyer’s interest in 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 Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer(s). (viii) The Company shall have the shares pledge pursuant to the Pledge Agreement as well as executed and medallion guaranteed stock powers. (ix) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the Securities at purpose of effecting the Closingconversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (xii) C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have delivered the Guaranty Agreement (in the form attached as Exhibit A) executed with the Company that includes Cornell and providing Cornell a priority over the Company in the event Cornell is seeking repayment of an amount equal to Five Hundred Thousand Dollars ($500,000) under the Debenture.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the First Closing Date. (vii) The Company shall have delivered to the Buyers a certificate, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company, which suspension shall be terminated prior 's Board of Directors in a form reasonably acceptable to the Closing), andsuch Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at any time prior the First Closing. (viii) The Company or the Buyer shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (ix) The Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge Agreement shall have been delivered to the Escrow Agent (x) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (xi) The Company shall have created the Share Reserve. (xii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing and each subsequent Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the applicable Closing Date. (iii) The Company shall not have executed and delivered to the Buyers the Convertible Debentures in the respective amounts set forth opposite each Buyers name on Schedule I attached hereto. (iv) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the applicable Closing Date, and each subsequent Closing Date, that all conditions to the applicable Closing have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment satisfied. (v) Satisfaction of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.respective conditions and milestones for each Closing set forth in Exhibit C.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the each Buyer hereunder to purchase its the Common Shares at and the Warrants on the Closing is subject to the satisfaction, at or before the Closing Date, each such date of each of the following conditions, provided that these conditions are for the each such Buyer’s sole 's respective benefit and may be waived by the each such Buyer at any time in its sole discretion by providing discretion: 8.1 On or before the Closing, the Company with prior written notice thereof:shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the same to the Buyer. (i) 8.2 [This section intentionally left blank.] 8.3 The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have Escrow Agent duly executed and delivered certificates (in such denominations as the applicable Buyer shall reasonably request) representing the Common Shares and/or the Warrants being so purchased or irrevocable instructions to deliver such certificates to the Buyer the aggregate number of Common Shares pursuant to this AgreementCompany's transfer agent. (ii) All of the 8.4 The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date time (except to the extent such for representations and warranties expressly that speak as of an earlier date, a specific date which representations and warranties shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) , and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be designated for quotation performed, satisfied or listed (as applicable) on complied with by the Principal Market and (B) shall not have been suspended, as of Company at or prior to the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental8.5 No litigation, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date 8.6 Trading and listing of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock on Nasdaq shall not have been suspended by the SEC or Nasdaq and 2,500,000 of the Principal Market (except Purchase Common Shares will have been approved for any suspension listing by Nasdaq, prior to closing the Escrow. 8.7 The Buyers shall have received an opinion of trading the Company's counsel, dated as of limited duration agreed the Closing, respectively, in form, scope and substance reasonably satisfactory to the Buyers and in substantially the same form as EXHIBIT D attached hereto. 8.8 The Common Stock required to be authorized and reserved pursuant to this Agreement shall have been duly authorized and reserved by the Company, which suspension . 8.9 The Buyers shall be terminated have received proxies or other evidence satisfactory to the Buyers of a commitment to vote for the Requisite Shareholder Approval agenda items from each of Mr. and Mrs. Crane and such other shareholders as identified ▇▇ ▇▇▇ ▇▇yers to the Company prior to the Closing), and, (ii) at any time prior date hereof. 8.10 The Buyers shall have received evidence that Helix has agreed to extend the terms of its loan to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingCompany.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason. (iii) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier date, which shall be true and correct in all respects as of such a specific date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true have performed, satisfied and correct complied in all material respects as of with the date hereof covenants, agreements and as of conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary for delivered to the sale of Buyer(s) the Securities, including without limitation, those required by the Principal Market, if anyConvertible Debentures purchased at such Closing. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Buyer(s) shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity received an opinion of competent jurisdiction that prohibits counsel from the consummation of any of Company’s British Columbia counsel in the transactions contemplated by this Agreementform attached hereto as Exhibit “C”. (vi) Since the date of execution of this Agreement, no event or series of events The Company shall have occurred that reasonably would have or result provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated and/or the Canadian equivalent of a Material Adverse Effectcertificate of good standing. (vii) From the date hereof The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (viii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, all the shares of Common Stock required to effect the full conversion of all of the Convertible Debentures to be issued at such Closing. (ix) Any additional conditions to a particular Closing set forth on the Funding Schedule shall have been satisfied. (x) The consulting agreement between the Company and SKS Consulting shall be in effect as of each Closing Date. (xi) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the such Closing Date, (i) trading in the Common Stock shall not that all conditions to such Closing have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyers the Convertible Debentures and Warrants in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the First Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company or New York State authorities nor the Buyer shall there have occurred any material outbreak filed a form UCC-1 or escalation of hostilities or such other national or international calamity forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer(s). (ix) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the Securities at Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the ClosingBuyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common the Notes and the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ia) The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this Agreement. (iib) All of the The Company shall have received and accepted duly completed Subscription Documentation from Buyers. (c) The representations and warranties made by of the Company contained in this Agreement that are qualified (as modified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such dateDisclosure Schedule) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect other Transaction Documents shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof when made and as of such the Closing Date as though made at and as of such Closing Date that time (except to the extent such for representations and warranties expressly that speak as of an earlier a specific date) and the Company shall have performed, which shall be true satisfied and correct complied in all material respects as of such date)with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (iiid) The Common Stock (A) Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation by the Company of the purchase and sale of the Notes and the Shares and the transactions contemplated hereby or under the Transaction Documents, all of which shall be designated for quotation or listed in full force and effect. (as applicablee) on The Buyers shall have received a certificate, executed by the Principal Market and (B) shall not have been suspendedPresident of the Company, dated as of the Closing Date, by certifying as to the SEC or fulfillment of the Principal Market from trading conditions set forth in Sections 6(e) and 6(f) above. (f) The Company shall have executed and delivered to the Buyers the Notes in the respective amounts set forth on the Principal Market norBuyer Omnibus Signature Pages affixed hereto and the Shares to which the Buyers are entitled. (g) The Company shall have delivered to the Buyers a certificate, except as disclosed in the SEC Documentsexecuted on its behalf by an appropriate officer, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), dated as of the Closing Date, either (I) in writing certifying the resolutions adopted by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements its Board of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of Directors approving the transactions contemplated by this Agreement. , the other Transaction Documents and the issuance of the Notes and the Shares, certifying the current versions of its Certificate of Incorporation and By-laws (vior equivalent documents) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof and certifying as to the signatures and authority of persons signing this Agreement on behalf of the Company. The foregoing certificate shall only be required to be delivered on the first Closing Date, (i) trading unless any information contained in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingcertificate has changed.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyers hereunder to purchase its Common the Series A Preferred Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s Buyers' sole benefit and may be waived by the Buyer Buyers at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) a. The Company shall have duly executed and delivered to the Buyer this Agreement and the Company shall have duly executed Registration Rights Agreement, and delivered the same to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) b. The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedelectronic bulletin board, as of over-the-counter market, AMEX the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal NASDAQ National Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmentalNew York Stock Exchange, regulatory or third party consents and approvalsInc., if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason and all of the SEC Conversion Shares issuable upon conversion of the Series A Preferred Shares shall be approved for listing on the electronic bulletin board, over-the-counter market, AMEX, the NASDAQ National Market or The New York Stock Exchange, Inc. c. The representations and warranties of the Principal Market Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date. The Buyers shall have received a certificate, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States or New York State authorities nor Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. d. The Buyers shall there have occurred any material outbreak or escalation received the opinion of hostilities or other national or international calamity the Company's counsel dated as of such magnitude in its effect on, or any material adverse change in, any financial market whichthe Closing Date, in each caseform, scope and substance reasonably satisfactory to the Buyer and in substantially the reasonable judgment form of Exhibit "D" attached hereto. e. The Company shall have executed and delivered to the Buyer, makes it impracticable or inadvisable to purchase Buyers the Securities Certificates (in such denominations as the Buyers shall request) for the Series A Preferred Shares being purchased by the Buyers at the Closing. f. The Board of Directors of the Company shall have adopted the resolutions in substantially the form of Exhibit "E" attached hereto. g. As of the Closing Date, the Company shall as of the Closing Date have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred Shares, such number of shares of Common Stock equal to or greater than 100% of the number of shares of Common Stock for which are issuable upon conversion of all of the Series A Preferred Shares which could be issued at any time under this Agreement or the Series A Preferred Shares. h. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been delivered to and acknowledged in writing by the Company's transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts pursuant to the First Closing set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge Agreement shall have been delivered to the Escrow Agent. (ix) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the Initial Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or limitedtrading on the Primary Market. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or minimum prices complied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts pursuant to the Second Closing set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (v) The parties hereto and the Company’s transfer agent shall have executed the Irrevocable Transfer Agent Instructions substantially in the form attached hereto as Exhibit A. (vi) The Company shall have filed the Registration Statement with the SEC materially in compliance with the rules and regulations promulgated by the SEC for filing thereof. (vii) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been satisfied. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB and trading in the Common Stock shall not have been established suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts pursuant to the Third Closing set forth opposite each Buyer(s) name on securities whose trades are reported by such service, or on Schedule I attached hereto. (iv) The Buyer(s) shall have received an opinion of counsel from counsel to the Principal Market, nor Company in a form satisfactory to the Buyer(s). (v) The Registration Statement shall a banking moratorium have been declared either effective by the United States or New York State authorities nor SEC. (vi) The Company shall there have occurred any material outbreak or escalation filed its certificate of hostilities or other national or international calamity amendment to its certificate of such magnitude incorporation increasing its authorized Common Stock in its effect on, or any material adverse change in, any financial market whichaccordance with Section 4(o) hereof. (vii) The Company shall have created the Share Reserve. (viii) The Company shall have certified, in each case, in the reasonable judgment a certificate executed by two officers of the BuyerCompany and dated as of the Third Closing Date, makes it impracticable or inadvisable that all conditions to purchase the Securities at the ClosingThird Closing have been satisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyers. (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Primary Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason, and all the SEC Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Principal Market Primary Market. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading of limited duration agreed a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company, which suspension shall be terminated prior to the Closing), and, (ii) Company at any time or prior to the Closing Date (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer’s name on Schedule I attached hereto. (v) The Buyers shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyers. (vi) The Company shall have provided to the Buyers a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, trading in securities generally as reported by Bloomberg L.P. of a date within 10 days of the Closing Date. (vii) The Company shall not have been suspended or limiteddelivered to the Buyers a certificate, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either executed by the United States Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (viii) The Company shall have filed an amendment to the form UCC-1’s referenced herein to include the Buyer as a secured party thereunder or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or such other national or international calamity forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such magnitude in its effect onfiling to the Buyer(s). (ix) The Company shall have provided to the Buyer an acknowledgement, or any material adverse change in, any financial market which, in each case, in to the reasonable judgment satisfaction of the Buyer, makes it impracticable or inadvisable from the Company’s independent certified public accountants as to purchase its ability to provide all consents required in order to file a registration statement in connection with this transaction. (x) The Company shall have created the Securities at Share Reserve. (xi) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the ClosingBuyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares Purchase the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedPink Sheets LLC, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension reason, and all the Conversion Shares issuable upon the conversion of trading the Convertible Debentures shall have been approved by Pink Sheets LLC. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto and the Warrants in the respective numbers set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Buyer(s) shall have received an opinion of limited duration agreed counsel from Stroock & Stroock & ▇▇▇▇▇ in a form reasonably satisfactory to the Buyer(s). (v) The Company shall have delivered to the Escrow Agent the Escrow Shares. (vi) [The Company shall have provided to the Buyers an acknowledgement, to the satisfaction of the Buyers, from the Company’s certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction.] (vii) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures. shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (viii) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been delivered to and acknowledged in writing by the Company, which suspension ’s transfer agent. (ix) The Company shall be terminated prior have filed a form UCC -1 with regard to the Closing), and, (ii) at any time prior Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the ClosingBuyer(s).

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder Buyers to purchase its Common Shares at consummate the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions (for the avoidance of doubt, the Buyer shall not be obligated to consummate the Closing unless the following conditions are satisfied with respect to both of the Selling Stockholders), provided that these conditions are for the Buyer’s Buyers’ sole benefit and may be waived by the Buyer Buyers at any time in its their sole discretion by providing the Company Selling Stockholders with prior written notice thereof: (i) The Company a. No provision of any applicable law shall have duly executed and delivered to prohibit the Buyer this Agreement and consummation of the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementClosing. (ii) All of the b. The representations and warranties made given by the Company in this Agreement that are qualified by each Selling Stockholder herein (disregarding any materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such datequalifications) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof when made and as of such the Closing Date as though made at that time and as each of such Closing Date (except to the extent such representations Selling Stockholders shall have performed, satisfied and warranties expressly speak as of an earlier date, which shall be true and correct complied in all material respects as of such date). (iii) The Common Stock (A) shall be designated for quotation or listed (as applicable) on with the Principal Market covenants, agreements and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those conditions required by the Principal Marketthis Agreement to be performed, if any. (v) No statute, rule, regulation, executive order, decree, ruling satisfied or injunction shall have been enacted, entered, promulgated complied with by such Selling Stockholder at or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, (ii) at any time prior to the Closing Date c. Each of the Selling Stockholders shall be ready and able to deliver to the Buyers valid title to the Shares to be sold by her and to consummate the Closing. d. The Selling Stockholders shall have delivered to the Buyers the Company’s duly executed consent to waiver letter substantially in the form attached as Exhibit I hereto. e. The Company shall have executed and delivered a Registration Rights Agreement with the Buyers substantially in the form attached as Exhibit II hereto. f. Each of the Selling Stockholders shall have delivered to the Buyers a duly executed letter from the Company, trading in securities generally such form as reported required by Bloomberg L.P. the transfer agent, authorizing the transfer agent to complete the transfer of Shares held in the name of such Selling Stockholder to the Buyers. g. Since the date hereof, there shall not have been suspended any event, circumstance, change, fact, development or limitedcondition that, individually or minimum prices shall not have been established on securities whose trades are reported by such servicein the aggregate, or has a material adverse effect on the Principal Marketbusiness, nor shall a banking moratorium have been declared either by the United States assets, results of operations 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 condition of the BuyerCompany and its subsidiaries, makes it impracticable or inadvisable to purchase the Securities at the Closingtaken as a whole.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of limited duration agreed the Company, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the First Closing Date regarding the representation contained in Section 3(c) above. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have delivered the Pledged Shares as well as executed and medallion guaranteed stock powers as required pursuant to the Pledge and Escrow Agreement. (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Second Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, without limitation an update as of the Second Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Second Closing have been satisfied and that the Company will file the Registration Statement with the SEC in compliance with the rules and regulations promulgated by the SEC for filing thereof two (2) business days after the Second Closing. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Second Closing Date, to the foregoing effect. The Buyers have no obligation to fund at the Second Closing if the Company has filed the Registration Statement. (c) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Third Closing is subject to the satisfaction, at or minimum prices before the Third Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been established on securities whose trades are reported by such servicesuspended for any reason, or on and all the Principal Market, nor Conversion Shares issuable upon the conversion of the Convertible Debentures shall a banking moratorium have been declared either be approved by the United States or New York State authorities nor OTCBB. (ii) The representations and warranties of the Company shall there have occurred be true and correct in all material respects (except to the extent that any material outbreak or escalation of hostilities or other national or international calamity of such magnitude representations and warranties is already qualified as to materiality in its effect on, or any material adverse change in, any financial market whichSection 3 above, in each which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the reasonable judgment of covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Third Closing Date. If requested by the Buyer, makes it impracticable or inadvisable the Buyer shall have received a certificate, executed by two officers of the Company, dated as of the Third Closing Date, to purchase the Securities at foregoing effect and as to such other matters as may be reasonably requested by the ClosingBuyer including, without limitation an update as of the Third Closing Date regarding the representation contained in Section 3(c) above. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified that all conditions to the Third Closing have been satisfied and that the Registration Statement in compliance with the rules and regulations promulgated by the SEC has been declared effective by the SEC. If requested by the Buyer, the Buyer shall have received a certificate, executed by the two officers of the Company, dated as of the Third Closing Date, to the foregoing effect.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer Buyer(s) hereunder to purchase its Common Shares the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer(s). (ii) All of the representations and warranties made by the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier date, which shall be true and correct in all material respects as of such date). (iii) The Common Stock (A) shall be designated authorized for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspendedOTCBB, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by for any reason. (iii) The representations and warranties of the SEC or Company shall be true and correct in all material respects (except to the Principal Market extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for any suspension representations and warranties that speak as of trading a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. (iv) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (v) The Buyer(s) shall have received an opinion of limited duration agreed counsel from counsel to the Company in a form satisfactory to the Buyer(s). (vi) The Company shall have provided to the Buyer(s) a certificate of good standing from the secretary of state from the state in which the company is incorporated. (vii) The Company shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Property as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s). (viii) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (ix) The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Convertible Debentures, shares of Common Stock to effect the conversion of all of the Conversion Shares then outstanding. (x) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company, which suspension shall be terminated prior ’s transfer agent. (b) The obligation of the Buyer(s) hereunder to accept the Convertible Debentures at the Second Closing is subject to the Closing)satisfaction, and, (ii) at any time prior to or before the Second Closing Date, of each of the following conditions: (i) The Common Stock shall be authorized for quotation on the OTCBB and trading in securities generally as reported by Bloomberg L.P. the Common Stock shall not have been suspended for any reason. (ii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or limitedcomplied with by the Company at or prior to the Second Closing Date. (iii) The Company shall have executed and delivered to the Buyer(s) the Convertible Debentures in the respective amounts set forth opposite each Buyer(s) name on Schedule I attached hereto. (iv) The Company shall have certified, or minimum prices shall not in a certificate executed by two officers of the Company and dated as of the Second Closing Date, that all conditions to the Second Closing have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closingsatisfied.

Conditions to The Buyer’s Obligation to Purchase. (a) The obligation of the Buyer hereunder to purchase its Common Shares the Convertible Debentures at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion: (i) The Company shall have duly executed the Transaction Documents and delivered the same to the Buyer this Agreement and the Company shall have duly executed and delivered to the Buyer the aggregate number of Common Shares pursuant to this AgreementBuyer. (ii) All The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of the Convertible Debentures shall be approved for listing or trading on the Primary Market. (iii) The representations and warranties made by of the Company in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as each subsidiary of the date hereof and as of such Closing Date as though Company, made at and as of such Closing Date (except to the extent such representations and warranties expressly speak as of an earlier dateherein or in any other Transaction Document, which shall be true and correct in all respects as of such date) and all of the representations and warranties made by the Company in this Agreement that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects as of the date hereof and as of such Closing Date as though made at and as of such Closing Date (except to the extent for representations and warranties that speak as of a specific date in which case such representations and warranties expressly speak as of an earlier date, which shall be true and correct as of such specific date) and the Company and each subsidiary of the Company shall have performed, satisfied and complied in all material respects as with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Company and each subsidiary of such date). (iii) The Common Stock (A) shall be designated for quotation the Company at or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of prior to the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor, except as disclosed in the SEC Documents, shall suspension by the SEC or the Principal Market have been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods), as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (iv) The Company shall have obtained all governmental, regulatory or third party consents executed and approvals, if any, necessary delivered to the Buyer the Convertible Debentures and the Warrants in their respective amounts for the sale of the Securities, including without limitation, those required by the Principal Market, if anyClosing. (v) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity provided to the Buyer a true copy of competent jurisdiction that prohibits a certificate of good standing evidencing the consummation of any formation and good standing of the transactions contemplated by this AgreementCompany and each of its subsidiaries from the secretary of state (or comparable office) from the jurisdictions in which the Company and its subsidiaries are incorporated. (vi) Since the date of execution of this Agreement, no event or series of events The Company shall have occurred that reasonably would have or result delivered to the Buyer a certificate, executed by the Secretary of the Company and each subsidiary of the Company, dated as of the Closing Date, as to (i) the resolutions adopted by the Company's and its subsidiaries’ Boards of Directors in a Material Adverse Effectform or forms reasonably acceptable to the Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing. (vii) From The Company or the Buyer shall have filed a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the personal property assets of the Company and its subsidiaries as detailed in the Security Documents dated the date hereof and provided proof of such filing to the Closing Date, Buyer(s). (iviii) trading in Stock certificates representing 100% of the Common Stock shall not have been suspended by the SEC or the Principal Market (except for any suspension equity of trading each subsidiary of limited duration agreed to by the Company, which suspension along with executed, but undated stock powers relating thereto, as well as executed and medallion guaranteed stock powers as necessary shall be terminated prior have been delivered to the ClosingBuyer. (ix) All conditions precedent to the effectiveness of a Consulting Agreement (the “Consulting Agreement”) by and among the Company, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ MD PC and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit D, shall have been met or waived. (x) All conditions precedent to the effectiveness of a Laboratory Services and Licensing Agreement (the “Licensing Agreement”) by and between the Company and The ▇▇▇▇▇▇▇ Institute Orthopaedics and Sports Medicine (“AIOS”), andsubstantially in the form attached hereto as Exhibit E, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended met or limitedwaived. (xi) The Buyer shall have received Lock Up Agreements, or minimum prices shall not have been established on securities whose trades are reported executed by such serviceeach of ▇▇▇▇▇▇ ▇▇▇▇▇▇, or on the Principal Market▇▇▇▇▇▇▇ ▇▇▇▇▇, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in each case, in form and substance substantially similar to Exhibit C hereto. (xii) The Company shall have delivered to the reasonable judgment of Buyer an Escrow Agreement by and among the Company, Worldwide Stock Transfer, Inc. and MD Global Partners, LLC, in form and substance satisfactory to the Buyer, makes it impracticable in its sole and exclusive discretion, pursuant to which the escrow agent shall hold funds to be used by the Company in connection with the Consulting Agreement, Licensing Agreement and an audit to be conducted by the Company, all as more specifically set forth therein. (xiii) The Company shall have delivered to the Buyer an Escrow Agreement, by and among the Company, the Buyer and Seymour, Shapss, ▇▇▇▇▇▇ & Company LLP, in form and substance satisfactory to the Company, in its sole and exclusive discretion, pursuant to which the escrow agent shall hold funds to be used to pay amounts owed by the Company and/or its subsidiaries to the Internal Revenue Service and the State of New York on account of certain tax liabilities, all as more specifically set forth therein. (xiv) The Company shall have delivered to the Buyer a solvency certificate, in form and substance satisfactory to the Buyer, in its sole and exclusive discretion. (xv) Within five (5) days of the Closing Date, the Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer. (xvi) Within thirty (30) days of the Closing Date, the Buyer shall have received a collateral assignment by and among the Company, the Buyer and AIOS, in form and substance satisfactory to the Buyer, in its sole and exclusive discretion. (xvii) Within thirty (30) days of the Closing Date, the Company shall have created the Share Reserve. (xviii) Within thirty (30) days of the Closing Date, the Company shall have replaced Continental Stock Transfer, its current transfer agent, with Worldwide Stock Transfer, Inc. (xix) Within thirty (30) days of the Closing Date, the Company shall execute and deliver to the Buyer Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, in its sole and exclusive discretion, and acknowledged in writing by Worldwide Stock Transfer, Inc., the Company’s stock transfer agent. (xx) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that that certain federal tax lien relating to Federal Tax Warrant, Filing No. 201309230542534, has been discharged and any judgment related thereto satisfied. (xxi) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that those liens imposed by New York State pursuant to that certain (A) New York State Tax Warrant Id. No. E-036881173-W001-3, Docket Date 9/10/2013 and (B) New York State Tax Warrant, Warrant Id. No. E-036881173-W003-2, Docket Date 1/14/2014, have been discharged and any judgments related thereto satisfied. (xxii) Within sixty (60) days of the Closing Date, the Company shall have delivered to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Ironridge Global IV, Ltd., including, without limitation, that certain matter entitled Intellicell Biosciences, Inc. v. Ironridge Global IV, Ltd., Inc, pending in the Supreme Court of the State of New York, County of New York, Trial Term Part, Index No. 652800/2013, has been dismissed with prejudice. (xxiii) Within seven (7) days of the date on which the litigation with Ironridge Global IV, Ltd. has been dismissed with prejudice, the Buyer shall, in accordance with the provisions of Article 9 of the UCC, demand that Ironridge confirm that the Buyer may terminate any and all UCC-1 financing statements against the Buyer. (xxiv) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with ▇▇▇▇▇▇▇ & ▇▇▇▇ PC, including without limitation that certain matter entitled ▇▇▇▇▇▇▇ & Gabe PC v. Intellicell Biosciences, Inc., pending in the Civil Court of the City of New York, Case No. CV01751612NY, has been dismissed with prejudice. (xxv) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Sherb & Co, including, without limitation, that certain matter entitled Sherb & Co v. Intellicell Biosciences, Inc., pending in the New York City Supreme Court – Civil Division, Case No. 003153860, has been dismissed with prejudice. (xxvi) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with ▇▇▇▇▇▇▇’▇ Business Environments, Inc., including, without limitation, that certain matter entitled ▇▇▇▇▇▇▇’▇ Business Environments, Inc. v. Intellicell Biosciences, Inc., pending in the Supreme Court of the State of New York, County of New York; Index No. 156741/2013, has been dismissed with prejudice. (xxvii) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer a Satisfaction of Judgment with respect to that certain warrant filed September 6, 2013 in favor of the Commissioner of Labor, State of New York, notice of receipt of an amount equal to $4,420, constituting payment in full, having been delivered to the Company by the State of New York, Department of Labor, Unemployment Insurance Division, pursuant to a letter dated February 20, 2014. (xxviii) Within thirty (30) days of the Closing Date, the Company shall, and shall cause all of its subsidiaries to, add the Buyer as an “Additional Insured,” “Lender Loss Payee” or inadvisable similar designation on all insurance policies held by the Company and its subsidiaries. (xxix) Within thirty (30) days of the Closing Date, the Company shall, and shall cause its subsidiaries to, enter into deposit account control agreements with respect to purchase all bank accounts held by the Securities at Company and any subsidiary of the ClosingCompany, all such deposit account control agreements to be in form and substance satisfactory to the Buyer in its sole and exclusive discretion. (xxx) Within thirty (30) days of the Closing Date, the Company shall have hired a full time Chief Financial Officer.