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

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Restricted Stock and Debentures on at the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement, and the Escrow Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Restricted Stock to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyer of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit E and dated as of the Closing Date (the "Company Legal Opinion") or if such Company Legal Opinion is a "blanket" opinion covering the Restricted Stock and Debentures to be issued on such Closing Date, a prior date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC SEC, FINRA, or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market OTCM shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTCM; (ii) there be shall not have occurred any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Debenture on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. B. Delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Debenture in accordance with this Agreement; c. C. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. D. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. E. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. F. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange NYSE or The NASDAQ/SmallCap the Over the Counter Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the Over the Counter Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesDebenture.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Note in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Note and the Warrant on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the Company; b. ; Delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Certificates in accordance with this Agreement; c. ; The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. ; On such the Closing Date, the Registration Rights Agreement all required SEC periodic filings shall be in full force and effect have been filed, and the designation "E" on the Company shall not be in default thereunder; e. On such Closing Date, symbol as traded on the Buyer OTC shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. been removed; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. and From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation of those Buyers who are purchasing Debentures at a particular closing to purchase the Debentures on the applicable Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyers of the Debentures and Warrants to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyers of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit C and dated as of the Closing Date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, . each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.Preferred Stock; and

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the relevant Debentures and Warrants in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the relevant Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the relevant Debentures; and h. With respect to the Additional Closing Date, each of the conditions set forth in Section 4(h) hereof shall have either been satisfied or waived by the Buyer and there shall be an effective Registration Statement covering the Registrable Securities issuable upon conversion of the Debentures previously issued and to be issued on such Additional Closing Date and upon exercise of all Warrants previously issued and to be issued on such Additional Closing Date.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation of those Buyers who are purchasing Debentures at a particular closing to purchase the Debentures on the applicable Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyers of the Debentures and Warrants to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyers of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit D and dated as of the Closing Date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market OTCBB shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTCBB, (ii) there be shall not have occurred any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures. Additionally, in the event of each Closing following the initial Closing, it shall be a condition precedent to such Closing that no material adverse change to the Company’s financial condition or operations shall have occurred in the interim period following the immediately preceding Closing.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the Closing Date is conditioned upon: a. The adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; b. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. c. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. e. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. f. On such the Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, hereby or requiring any consent or approval which shall not have been obtained; and; g. h. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesPreferred Stock.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Securities on the each Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III II attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock of the Company shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesSecurities; and h. With respect to the Initial Closing Date, the Registration Statement covering the Registrable Securities shall continue to be effective, and with respect to each Additional Closing Date, each of the conditions set forth in Section 4(h) hereof shall have either been satisfied or waived by the Buyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, . each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures; and h. With respect to the Additional Closing Date, (i) an appropriate Additional Closing Date Notice shall have been duly given; (ii) if the Additional Closing Date is the date contemplated by the Effectiveness Additional Closing Date Notice, the Registration Statement shall have been declared effective by the SEC to cover all Registrable Securities for all the Debentures (and all the related Warrants), as contemplated by the Registration Rights Agreement, prior to such Additional Closing Date; (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), (iv) the Company shall have timely issued all shares issuable upon conversion of the Debentures prior to the date of such Additional Closing Date; and (iv) the Company shall have available and shall reserve for issuance to Buyer at least one hundred percent (100%) of the number of Shares which would be issued on conversion of all unconverted Initial Debentures and all Additional Debentures and exercise of all unexercised Warrants and all Warrants which would be issued in connection with the conversion of any unconverted Debentures (including all Additional Debentures).

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case that, in the reasonable judgment of the Buyer Buyer, makes it impracticable or inadvisable to purchase the DebenturesSecurities.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights other Transaction Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures; and h. With respect to the Additional Closing Date, (i) the Tranche Notice shall have been duly given; (ii) each of the conditions set forth in Section 4(k) shall either have been satisfied or been waived by the Buyer; (iii) the Company shall have timely issued all shares issuable upon conversion of the Debentures prior to the date of such Additional Closing Date; (iv) the Company shall have available and shall reserve for issuance to Buyer shares of Common Stock equal to at least one hundred and fifty percent (150%) of the number of Shares which would be issued on conversion of all unconverted previously issued Debentures and all Additional Debentures to be issued on the relevant Additional Closing Date (assuming that the Conversion Rate for all such Debentures were at a rate which is seventy-five (75%) percent of the Conversion Rate which would have been applicable on such Additional Closing Date); and (v) if the Company is subject to the Cap Regulations, the aggregate of the Common Stock issuable upon conversion of all previously issued Debentures and all Additional Debentures to be issued on the relevant Additional Closing Date (assuming, for unconverted Debentures, that the Conversion Rate for all such Debentures were at a rate which is seventy-five (75%) percent of the Conversion Rate which would have been applicable on such Additional Closing Date), will not result in the issuance of shares in excess of the Cap Regulations, or the Company shall have obtained the consent of its stockholders, as contemplated by the Cap Regulations, to such issuance.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, . each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.; and h. With respect to the Additional Closing Date, (i) an appropriate Additional Closing Date Notice shall have been duly given; (ii) if the Additional Closing Date is the date contemplated by the Effectiveness Additional Closing Date Notice, the Registration Statement shall have been declared effective by the SEC to cover all Registrable Securities for all the Debentures (and all the related Warrants), as contemplated by the Registration Rights Agreement, prior to such Additional Closing Date; (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), (iv) the Company shall have timely issued all shares issuable upon conversion of the Debentures prior to the date of such Additional Closing Date; (iv) the Company shall have available and shall reserve for issuance to Buyer at least one hundred and fifty percent (150%) of the number of Shares which would be issued on conversion of all unconverted Initial Debentures and all Additional Debentures and exercise of all unexercised Warrants and all Warrants which would be issued in connection with the conversion of any unconverted Debentures (including all Additional Debentures), assuming for such purposes that the Current Market Price for each subsequent conversion were fifty percent (50%) of the Market Price of the Common Stock on the day before the Additional Closing Date and the Conversion Rate and exercise price of any unissued Warrants were calculated accordingly; and (v) either the aggregate of the Common Stock issuable

Conditions to The Buyer’s Obligation to Purchase. The Company understands obligation of the Buyer hereunder to purchase 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 obligation to purchase sole benefit and may be waived by the Debentures on Buyer at any time in its sole discretion by providing the Closing Date is conditioned uponCompany with prior written notice thereof: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent shall have executed each of the Debentures Transaction Documents and Warrants in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of delivered the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory same to the Buyer, substantially . b. The Company's common stock shall be authorized for quotation on NASDAQ or the NASD's Electronic Bulletin Board (subject to the effect set forth conditions stated in Annex III attached hereto; f. There shall not be the Confidential Private Placement Memorandum) and trading in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock Company common stock shall not have been suspended by the SEC or the NASD Nasdaq. c. The representations and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment warranties of the Company shall be true and correct as of the date when made and as of the 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 with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date, and the Company shall have delivered to Buyer makes it impracticable a certificate or inadvisable certificates of its Chief Executive Officer and Chief Financial Officer certifying to purchase the Debenturesstatements contained in this paragraph (c). d. The Company shall have delivered to Buyer the opinion of the Company's counsel dated as of the Closing Date, in substantially the form of Exhibit C attached hereto.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. The delivery by the Company to the Escrow Agent of the Certificates in accordance with this Agreement; c. Delivery by the Company to the Escrow Agent of the Debentures executed Company Principal’s Agreements from each Company Principal and Warrants the related Principals (as defined in accordance with this each Company Principal’s Agreement) of such Company Principal; c. d. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, f. The delivery to the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received Escrow Agent of an opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer and the Other Buyers, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. h. From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. B. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. C. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; D. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. E. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have B▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. F. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. G. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case that, in the reasonable judgment of the Buyer Buyer, makes it impracticable or inadvisable to purchase the DebenturesSecurities.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. The adoption of the Certificate of Determination by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; b. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date (except to the extent it relates to a particular date), and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There Except to the extent contemplated by specific provisions of the Transaction Agreements, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated herebyhereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained; andobtained other than the approval of the Principal Market; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD The American Stock Exchange and trading in securities generally on the New York The American Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The American Stock Exchange, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.Preferred Stock; and h. With respect to an Additional Closing Date, (i) The Company shall give the Buyer five trading days notice of the fulfillment of the conditions necessary to close the purchase and sale of the Additional Preferred Stock (other than the determination of the Capitalization Rate which will be determined on the respective Closing Date for the trading days prior to the closing); (ii) each of the Transaction Agreements shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock and Warrants (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making a representation and warranty to such effect as of such date); (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date, except to the extent a representation or warranty relates to a particular date) and there shall have been no material adverse change to the business, operations or financial condition or results of operation of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the Additional Closing Date (and the continued losses of the Company consistent with prior years is not deemed to be a material adverse change); (iv) the Company is in compliance its obligations of the material terms of the Transaction Agreements;

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company, and the execution and delivery of the Security Agreement and Guaranty by ▇▇▇▇▇▇ Fabrication; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement; c. On the Closing Date, each of the Transaction Documents executed by the Company or ▇▇▇▇▇▇ Fabrication on or before such date shall be in full force and effect and neither the Company nor ▇▇▇▇▇▇ Fabrication shall be in default thereunder; d. The Share Reserve shall be sufficient to effect the full conversion of the Note and exercise of the Warrant as of the Closing Date; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (v) there shall not have occurred any Material Adverse Effect; h. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder; and i. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's Buyers' obligation to purchase the Debentures Notes on the a Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer Buyers shall have received an opinion of counsel for the Company, dated such as of the Closing Date, in form, scope and substance reasonably satisfactory to the BuyerBuyers, substantially to the effect set forth in Annex III attached Exhibit C annexed hereto; f. e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. f. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the DebenturesNotes; and g. Payment by the Company of all amounts due pursuant to Section 12 of this Agreement and any other fees and expenses which are the obligation of the Company under this Agreement or the Transaction Documents.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. A. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before such Closing Date; b. Delivery B. The delivery by the Company to the Document Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. C. The delivery by the Company to the Document Escrow Agent on or before the Closing Date of the executed Company Principal's Agreements from each Company Principal and the related Principals (as defined in each Company Principal's Agreement) of such Company Principal; D. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; E. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, F. The delivery to the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received Document Escrow Agent of an opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer and the Other Buyers and to the Placement Agent, in form, scope and substance reasonably satisfactory to the BuyerBuyer and the Placement Agent, substantially to the effect set forth in Annex ANNEX III attached hereto; f. G. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. H. From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 9.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 9.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Note, in original form, duly executed by the Company, in accordance with this Agreement;. c. 9.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 9.4. The Share Reserve shall be sufficient to effect the full conversion of the Note as of the Closing Date. 9.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 9.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 9.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (v) there shall not have occurred any Material Adverse Effect. 9.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 9.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. A. The adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; B. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. C. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. D. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. E. On such Closing Date, the Registration Rights Agreement shall be in full Agre▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇l force and effect and the Company shall not be in default thereunder; e. F. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III ANNEX VIII attached hereto; f. There G. Except to the extent contemplated by specific provisions of the Transaction Agreements, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated herebyhereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained; and; g. H. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQNasdaq/SmallCap Small Cap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The Nasdaq/Small Cap Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.Preferred Stock; and I. With respect to the Additional Closing Date, (i) an Additional Closing Date Notice shall have been duly given in accordance with the provisions of Section 4(m); (ii) all other conditions of Section 4(m) shall have been satisfied; (iii) the Registration Statement shall have been declared effective with respect to all of the Registrable Securities, including the Additional Converted Shares, and shall continue to be effective as of such date;

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Restricted Stock and Debentures on at the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Restricted Stock to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyer of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit D and dated as of the Closing Date (the “Company Legal Opinion”) or if such Company Legal Opinion is a “blanket” opinion covering the Restricted Stock and Debentures to be issued on such Closing Date, a prior date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC SEC, FINRA, or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market OTCM shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTCM; (ii) there be shall not have occurred any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Security Agreement, the Release, the Escrow Agreement, the Registration Rights Agreement Agreement, the Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation of those Buyers who are purchasing Debentures at a particular closing to purchase the Debentures on the applicable Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyers of the Debentures and Warrants to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyers of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit D and dated as of the Closing Date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market OTCBB shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTCBB, (ii) there be shall not have occurred any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Debenture on the Closing Date (and, as applicable, to remit the second tranche on the Second Closing Date) is conditioned upon: a. The execution and delivery Acceptance by the Company of this Agreement and for the Registration Rights Agreement sale of Debenture, as indicated by the Companyexecution of this Agreement; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Debenture, in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date (and, as applicable, the Second Closing Date) of the representations and warranties of the Company contained in this Agreement, each Agreement as if made on such date, the Closing Date and the performance by the Company on of or before such date of compliance with all covenants and agreements of the Company required to be performed or complied with on or before such date;the Closing Date; and d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have having received (i) an opinion of counsel for the Company, dated such the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto;, (ii) the Registration Rights Agreement, and (iii) the Warrants. f. There e. No statute, rule, regulation, executive order, decree, ruling or injunction shall not be in effect enacted, entered, promulgated or endorsed by any law, rule court or regulation prohibiting governmental authority of competent jurisdiction which prohibits or restricting adversely effects any of the transactions contemplated herebyby this Agreement or the Transaction Documents, and no proceeding or requiring any consent or approval which investigation shall not have been obtained; andcommenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents. g. f. From and after the date hereof to and including the Closing Date (and, as applicable, the Second Closing Date), the trading of the Common Stock shall not have been suspended by the SEC SEC, or the NASD and trading in securities generally on the New York Stock Exchange or The Exchange, NASDAQ/SmallCap National Market System, shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesDebenture.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Note and the Warrant from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Security Agreement, the Escrow Agreement, the LOC Agreement, the Transfer Agent Letter and, as applicable, the other Transaction Documents by the Company; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement; c. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. The Company shall have reserved 21,000,000 shares of its Common Stock for issuance pursuant to conversions of the Note and exercises of the Warrant as of the Closing Date; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (v) there shall not have occurred any Material Adverse Effect; h. Except for any notices required or permitted to be filed after the Closing Date with certain federal, state and provincial securities commissions, the Company shall have obtained (i) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder; and i. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer. j. The Company shall have filed with the SEC a Form 8-A and any other reports or filings reasonably requested by the Buyer. k. The Company shall have increased the authorized capital of the Company from 196,000,000 shares of Common Stock to 1,000,000,000 shares of Common Stock.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Escrow Agreement, the Confession, the Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange NYSE or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures; and h. With respect to the Additional Closing Date, (i) an Additional Closing Date Notice shall have been duly given; (ii) the Registration Statement shall have been declared effective by the SEC to cover all Registrable Securities for all the Debentures (and all the related Warrants), as contemplated by the Registration Rights Agreement, prior to such Additional Closing Date; (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the relevant Additional Debentures shall constitute the Company's making such representation and warranty as of such date), (iv) the Company shall have timely issued all shares issuable upon conversion of the Debentures prior to the date of such Additional Closing Date; (iv) the Company shall have available and shall reserve for issuance to Buyer at least one hundred fifty percent (150%) of the number of Shares which would be issued on conversion of all unconverted Initial Debentures and all Additional Debentures and exercise of all unexercised Warrants and all Warrants which would be issued in connection with the conversion of any unconverted Debentures (including all Additional Debentures); and (v) if the Cap Regulations are applicable to the Company, either the aggregate of the Common Stock issuable upon conversion of the Additional Debentures as a group or together with the Common Stock issuable upon conversion of the then previously issued Debentures will not result in the issuance of shares in excess of the Cap Regulations or the Company shall have obtained the consent of its shareholders, as contemplated by the Cap Regulations, to such issuance.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, . each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/Bulletin Board Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.Preferred Stock; and

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before such Closing Date; b. Delivery The delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. The delivery by the Company to the Escrow Agent on or before the Closing Date of the executed Company Principal’s Agreements from each Company Principal and the related Principals (as defined in each Company Principal’s Agreement) of such Company Principal; d. The Company shall have delivered to the Buyer copies of all requisite third party consents and/or waivers described in the Disclosure Annex; e. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; f. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, g. The delivery to the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received Escrow Agent of an opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer and the Other Buyers and to the Placement Agent, in form, scope and substance reasonably satisfactory to the BuyerBuyer and the Placement Agent, substantially to the effect set forth in Annex III attached hereto; f. h. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. i. From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; the foregoing includes all of the conditions referred to in Annex V; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this AgreementAgreement (subject, with respect to the Stock Certificates, to the provisions of Annex V hereto); c. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; and (iii) no minimum prices shall there be any outbreak or escalation of hostilities involving have been established for securities traded on the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesPrincipal Trading Market.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation of those Buyers who are purchasing Debentures at a particular closing to purchase the Debentures on the applicable Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent Buyers of the Debentures and Warrants to be purchased in accordance with this Agreement; c. Delivery by the Company to the Buyers of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit D and dated as of the Closing Date; d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Datee. The consummation of the purchase and sale of all shares of capital stock of Torpedo, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Dateas contemplated by Section 4(g), the Buyer shall have received an opinion been completed (simultaneously with the Closing in the case of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached heretoinitial Closing); f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, (i) the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market OTCBB shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTCBB, (ii) there be shall not have occurred any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's Buyers' obligation to purchase the Debentures on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer Buyers shall have received an opinion of counsel for the Company, dated such as of the Closing Date, in form, scope and substance reasonably satisfactory to the BuyerBuyers, substantially to the effect set forth in Annex III attached Exhibit D annexed hereto; f. e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrants, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.5. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.6. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.7. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.8. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Confession, the Transfer Agent Letter, and, as applicable, the other Transaction Documents by the Company; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Note in original form, duly executed by the Company, in accordance with this Agreement; c. The delivery by the Company to the Buyer of the Opinion Letter, which Opinion Letter is in a form reasonably satisfactory to the Buyer; d. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. The Share Reserve shall be sufficient to effect the full conversion of the Note as of the Closing Date; f. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. h. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (v) there shall not have occurred any Material Adverse Effect; i. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or the performance of the Company’s obligations thereunder; j. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Buyer; k. A written consent and waiver (“Waiver”) executed by ▇▇▇▇▇ Enterprises, Inc. (“▇▇▇▇▇”) regarding the Transaction Documents, as required by Section 2.3 (borrowings) of that certain Convertible Promissory Note dated July 12, 2011, issued by the Company in favor of ▇▇▇▇▇; and as required by Section 4(d) (right of first refusal) of that certain Securities Purchase Agreement dated July 12, 2011, between the Company and ▇▇▇▇▇. The form of the Waiver must be acceptable to Buyer makes it impracticable in Buyer’s sole discretion; and. l. A fully executed written consent of directors or inadvisable secretary’s certificate, in form acceptable to purchase Buyer in its sole discretion, evidencing the DebenturesCompany’s approval of the Transaction Documents.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the Closing Date is conditioned upon: a. The adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; b. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. c. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. d. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. e. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. f. On such the Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, hereby or requiring any consent or approval which shall not have been obtained; and; g. h. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/SmallCap Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesPreferred Stock.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. The delivery by the Company to the Escrow Agent of originals of each of the Certificates in accordance with this Agreement; c. Delivery by the Company to the Escrow Agent of written confirmation that there are no changes to the Disclosure Letter, a copy of which shall be attached to such confirmation; d. Delivery by the Company to the Escrow Agent of the Debentures executed Company Principal's Agreements from each Company Principal and Warrants the related Principals (as defined in accordance with this each Company Principal's Agreement) of such Company Principal; c. e. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; f. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the g. The Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. h. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. i. From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case that, in the reasonable judgment of the Buyer Buyer, makes it impracticable or inadvisable to purchase the DebenturesSecurities.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures relevant Securities on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement and the other Transaction Agreements by the CompanyCompany on or before the Initial Closing Date; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such datedate (unless another date is specified therein), subject with respect to the Additional Closing Date to the extent of changes effected by the transactions contemplated by this Agreement and the other Transaction Agreements, and the performance by the Company on or before such date (unless another date is specified therein) of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, each of the Registration Rights Agreement Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III II attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Market shall not have been suspended or limited, nor shall there be any major outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesSecurities; and h. With respect to the Additional Closing Date, (i) an Additional Closing Date Notice and an Effectiveness Notice shall have been duly and timely given; (ii) the Registration Statement shall have been declared effective by the SEC to cover all Registrable Securities as contemplated by the Registration Rights Agreement, five (5) days prior to such Additional Closing Date; and (iii) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects as if made on the Additional Closing Date (rather than the Initial Closing Date) and there shall have been no Material Adverse Effect from the Initial Closing Date through and including the Additional Closing Date (and an executive officer of the Company shall issue an Officer's Certificate substantially in the form of Annex VI hereto with respect thereto; provided, however, that such Officer's Certificate may update certain information, such as the number of shares of the Company's stock outstanding, included in Section 3).

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the BuyerLender's obligation to purchase the Debentures Note on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the Company; b. ; Delivery by the Company to the Escrow Agent Krieger & Prager LLP of the Debentures and Warrants in ▇▇▇▇ ▇▇ accordance with this Agreement; c. ; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. ; On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer Lender shall have received an opinion of counsel for the Company, dated such the Closing Date, in form, scope and substance reasonably satisfactory to the BuyerLender, substantially to the effect set forth in Annex III IV attached hereto; f. ; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. and From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case that, in the reasonable judgment of the Buyer Lender, makes it impracticable or inadvisable to purchase the DebenturesPurchased Shares.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights other Transaction Agreements by the Company and the execution and delivery of the Debentures and the Pledge Agreement by the CompanyFone; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. f. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD NASD, and trading in securities generally on the New York Stock Exchange or Over The NASDAQCounter/SmallCap Bulletin Board Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Note and the Warrant is conditioned upon and subject to the fulfillment, on or prior to the Closing Date is conditioned uponDate, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Security Agreement, the Request, the Escrow Agreement, the Transfer Agent Letter and, as applicable, the other Transaction Documents by the CompanyCompany on or before the Closing Date; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement; c. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. On or prior to the Closing Date, the Share Reserve shall be sufficient to effect the full conversion of the Note and exercise of the Warrant as of the Closing Date; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have occurred any Material Adverse Effect; h. Except for any notices required or permitted to be any outbreak or escalation of hostilities involving filed after the United States or any material adverse change Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in any financial market that in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder; and i. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such the Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and19 g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.; and

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before the Closing Date; b. Delivery The delivery by the Company to the Document Escrow Agent of the Debentures and Warrants Certificates in accordance with this AgreementAgreement (including the provisions of Section 4(o)(iii) hereof); c. The delivery by the Company to the Document Escrow Agent of the executed Company Principal's Agreements from each Company Principal and the related Principals (as defined in each Company Principal's Agreement) of such Company Principal; d. On such Closing Date, each of the Transaction Agreements executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, f. The delivery to the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received Document Escrow Agent of an opinion of counsel for the Company, dated such Closing Date, addressed to the Buyer and the Other Buyers, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. h. From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesmarket.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; and (d) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, nor the Company shall there be any outbreak or escalation of hostilities involving have obtained (a) all governmental approvals required in connection with the United States or any material adverse change in any financial market that in either case in the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures on the Closing Date Note is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Note in accordance with this Agreement; c. b. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each Agreement as if made on such date, the Closing Date and the performance by the Company on or before such date the Closing Date of all covenants and agreements of the Company required to be performed on or before such datethe Closing Date; d. c. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have having received an opinion of counsel for the Company, dated such the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From d. The closings under the Performance Note Purchase Agreement and after the GFL-B Note Purchase Agreement shall have occurred, unless any failure of such closing to occur shall have resulted from the failure or refusal by the Buyer, Performance or GFL-B, as the case may be, to proceed with the closing thereunder notwithstanding the satisfaction on the date hereof to and including the Closing Date, the trading of closing specified in any such agreement of the Common Stock shall not have been suspended by conditions precedent to the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment obligations of the Buyer makes it impracticable Buyer, Performance or inadvisable GFL-B, as the case may be, to purchase complete the Debenturesclosing thereunder.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary's Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company's obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the Closing Date is conditioned upon: a. A. The adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; B. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. C. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. D. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. E. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. F. On such the Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There G. Except to the extent contemplated by specific provisions of the Transaction Agreements, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated herebyhereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained; and g. H. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York OTC Bulletin Board Market and the Boston Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the OTC Bulletin Board Market or Boston Stock Exchange, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesPreferred Stock.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificate representing the relevant Preferred Stock in accordance with this Agreement; c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, . each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There No statute, rule, regulation, executive order, decree, ruling or injunction shall not be in effect enacted, entered, promulgated or endorsed by any law, rule court or regulation prohibiting governmental authority of competent jurisdiction which prohibits or restricting adversely effects any of the transactions contemplated herebyby this Agreement or the Transaction Documents, and no proceeding or requiring any consent or approval which investigation shall not have been obtained; andcommenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents; g. From and after the date hereof to and including the relevant Closing Date, the trading of the Common Stock shall not have been suspended by the SEC SEC, or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/SmallCap Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debenturesrelevant Preferred Stock; and h. With respect to each Additional Closing Date, each of the conditions set forth in Section 4(h) hereof shall have either been satisfied or waived by the Buyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrants, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that obligation of the Buyer's obligation Buyer hereunder to purchase the Debentures on Securities at the Closing Date is conditioned uponsubject 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: a. (i) The execution Company shall have executed and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company delivered to the Escrow Agent Buyer each of the Debentures and Warrants in accordance with this Agreement;Transaction Documents. c. (ii) The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained shall be true and correct in this Agreement, each all material respects as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect ) and the Company shall not have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be in default thereunder; e. On such performed, satisfied or complied with by the Company at or prior to the Closing Date, . (iii) The Common Stock (I) shall be listed on the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope Principal Market and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which (II) shall not have been obtained; and g. From and after the date hereof to and including suspended, as of the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and Principal Market from trading in securities generally on the New York Stock Exchange Principal Market nor shall suspension by the SEC or The NASDAQ/SmallCap the Principal Market shall not have been suspended or limitedthreatened, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment as of the Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (iv) The Registration Statement shall be effective and available for the issuance and sale of the Securities hereunder and the Company shall have delivered to the Buyer makes it impracticable or inadvisable to purchase the DebenturesProspectus as required thereunder.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Debenture on the Closing Date is conditioned upon: a. The execution and delivery (a) Acceptance by the Company of this Agreement and for the Registration Rights Agreement sale of Debenture, as indicated by the Companyexecution of this Agreement; b. (b) Delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Debenture, in accordance with this Agreement; c. (c) The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each Agreement as if made on such date, the Closing Date and the performance of or compliance by the Company on or before such date of with all covenants and agreements of the Company required to be performed or complied with on or before such datethe Closing Date; d. (d) On such the Closing Date, Buyer having received the Registration Rights Agreement and the Warrants, both signed by the Company. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Dateenacted, the Buyer shall have received an opinion entered, promulgated or endorsed by any court or governmental authority of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect competent jurisdiction which prohibits or adversely effects any law, rule or regulation prohibiting or restricting of the transactions contemplated herebyby this Agreement or the Transaction Documents, and no proceeding or requiring any consent or approval which investigation shall not have been obtained; andcommenced or threatened, to the Company's knowledge, which may have the effect of prohibiting or materially adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents. g. (f) From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market NASD, shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesDebenture.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Note and the Warrant is conditioned upon and subject to the fulfillment, on or prior to the Closing Date is conditioned uponDate, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement Agreement, the Security Agreement, and, as applicable, the other Transaction Documents by the Company on or before the Closing Date; b. The delivery by the Company of the Note and the Registration Rights Agreement Warrant, each in original form, duly executed by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants , in accordance with this Agreement; c. The delivery by the Company of the Release, in original form, duly executed by the Company, in accordance with this Agreement, in original form; d. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market market; and (v) there shall not have occurred any Material Adverse Effect. h. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in connection with the lawful sale and issuance of the Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or the performance of the Company’s obligations thereunder. i. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Buyer. a. The Company agrees to defend, indemnify and forever hold harmless the Buyer and its officers, directors, employees, and agents, and each Buyer Control Person (the “Buyer Parties”) from and against any losses, claims, damages, liabilities or expenses incurred (collectively, “Damages”), joint or several, and any action in respect thereof to which the Buyer, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Buyer Control Person becomes subject, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred. The Buyer Parties with the right to be indemnified under this Section (the “Indemnified Parties”) shall have the right to defend any such action or proceeding with attorneys of their own selection, and the Company shall be solely responsible for all costs and expenses related thereto. If the Indemnified Parties opt not to retain their own counsel, the Company shall defend any such action or proceeding with attorneys of its choosing at its sole cost and expense, provided that such attorneys have been pre-approved by the Indemnified Parties, which approval shall not be unreasonably withheld, and provided further that the Company may not settle any such action or proceeding without first obtaining the written consent of the Indemnified Parties. b. The indemnity agreements contained herein shall be in either case in the reasonable judgment addition to (i) any cause of action or similar rights of the Buyer makes it impracticable Parties against the Company or inadvisable to purchase others, and (ii) any liabilities the DebenturesCompany may be subject to.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the BuyerPurchaser's obligation to purchase of the Debentures Purchaser who is purchasing Shares at the Closing on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. The Certificate of Designation shall have been filed by the Company with the Secretary of State of the State of Nevada, said Secretary shall have accepted the Certificate of Designation filing, and the Company shall have delivered evidence of the same to the Purchasers; c. Delivery by the Company to the Escrow Agent Purchaser of the Debentures and Warrants Shares to be purchased in accordance with this Agreement; c. d. Delivery by the Company to the Purchasers of an opinion of counsel to the Company, substantially in the form attached hereto as Exhibit D and dated as of the Closing Date; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, f. The Company shall have duly authorized the Registration Rights Agreement shall be in full force transactions contemplated by the Transaction Documents (including without limitation the issuance and effect sale of the Shares and the Company shall not be in default thereunderreservation of the Common Stock as contemplated by Section 4(b); e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. h. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Purchasers makes it impracticable or inadvisable to purchase the DebenturesShares; i. The Company shall have delivered to the Purchaser a certification by its Secretary as to the matters set forth in Sections 8(e) through (h) and as to the incumbency of those of its officers who executed each Transaction Document on behalf of the Company.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. The adoption of the Certificate of Determination by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Determination as a part of the charter documents of the Company; b. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. c. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. e. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. f. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There g. Except to the extent contemplated by specific provisions of the Transaction Agreements, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated herebyhereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained; and; g. h. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQNasdaq/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The Nasdaq/SmallCap Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesPreferred Stock; and i. With respect to the Additional Closing Date, (i) a Company Additional Closing Date Notice shall have been duly given in accordance with the provisions of Section 6(b); (ii) all the other conditions of Section 6(b) shall have been satisfied; (iii) the Registration Statement shall have been declared effective and continue to be effective; (iv) each of the Transaction Agreements shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock and Warrants (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making a representation and warranty to such effect as of such date); (v) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse change to the business, operations or financial condition or results of operation of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the Additional Closing Date (and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making such representation and warranty as of such date); (vi) the Company shall have timely issued all shares issuable upon conversion of the Preferred Stock or upon exercise of the Warrants prior to the date of such Additional Closing Date; and (vii) the Company shall have available and shall reserve for issuance to Buyer at least two hundred (200%) of the number of Shares which would be issued on (x) conversion of all unconverted Initial Preferred Stock and all Additional Preferred Stock and (y) exercise of all unexercised Warrants.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, the Share Issuance Resolution, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Note in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Units on the Closing Date is conditioned upon: a. The execution and delivery A. Acceptance by the Company of this Agreement and the Registration Rights Agreement Agreement, as indicated by the Companyexecution of this Agreement; b. B. Delivery by the Company to the Escrow Agent of the Debentures certificates for the Preferred Stock and the Warrants in accordance with this Agreement; c. C. The accuracy in all material respects on such the Closing Date of the representations representations, covenants and warranties of the Company contained in this Agreement, each Agreement as if made on such datethe Closing Date, and the performance by the Company on or before such date the Closing Date of all covenants and agreements of the Company required to be performed on or before such datethe Closing Date; d. D. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have has received an opinion of counsel for the Company, dated such the Closing Date, Date in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto, and the execution and delivery of the Registration Rights Agreement annexed hereto as Annex IV and the Warrant annexed hereto as Annex VI; f. There E. No statute, rule, regulation, executive order, decree, ruling or injunction shall not be in effect enacted, entered, promulgated or endorsed by any law, rule court or regulation prohibiting governmental authority of competent jurisdiction which prohibits or restricting adversely effects any of the transactions contemplated herebyby this Agreement, and no proceeding or requiring any consent or approval which investigation shall not have been obtainedcommenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement; and g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Note in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; (d) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (e) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (a) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Debenture on the Closing Date (and, as applicable, to remit the second tranche on the Second Closing Date) is conditioned upon: a. The execution and delivery Acceptance by the Company of this Agreement and for the Registration Rights Agreement sale of Debenture, as indicated by the Companyexecution of this Agreement; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Debenture, in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date (and, as applicable, the Second Closing Date) of the representations and warranties of the Company contained in this Agreement, each Agreement as if made on such date, the Closing Date and the performance by the Company on of or before such date of compliance with all covenants and agreements of the Company required to be performed or complied with on or before such date;the Closing Date; and d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have having received (i) an opinion of counsel for the Company, dated such the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto;, (ii) the Registration Rights Agreement, and (iii) the Warrants. f. There e. No statute, rule, regulation, executive order, decree, ruling or injunction shall not be in effect enacted, entered, promulgated or endorsed by any law, rule court or regulation prohibiting governmental authority of competent jurisdiction which prohibits or restricting adversely effects any of the transactions contemplated herebyby this Agreement or the Transaction Documents, and no proceeding or requiring any consent or approval which investigation shall not have been obtained; andcommenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents. g. f. From and after the date hereof to and including the Closing Date (and, as applicable, the Second Closing Date), the trading of the Common Stock shall not have been suspended by the SEC SEC, or the NASD and trading in securities generally on the New York Stock Exchange or The Exchange, NASDAQ/SmallCap National Market System, shall not have been suspended or limited, nor shall minimum prices been established for securities traded on NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the DebenturesDebenture. g. The average closing bid price of the Common Stock during the five (5)-trading day period immediately preceding the Second Closing Date shall be equal to or greater than $0.50.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Securities on the Buyer’s Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the CompanyCompany on or before such Closing Date; b. Delivery The Certificate of Designations shall have been filed in the State of Incorporation; c. The delivery by the Company to the Escrow Agent of the Debentures and Warrants Closing Certificates in accordance with this Agreement; c. d. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such datedate (except that, with respect to any Additional Closing Date, the Company shall be deemed to have disclosed that Purchased Securities have been issued and are outstanding, where the Purchase Price of all Buyers of such Purchased Securities is not less than the Minimum Aggregate Purchase Price and not more than the Maximum Aggregate Purchase Price), and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder;; and e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Market shall not have been suspended or limited, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Purchased Shares and the Warrants on the Closing Date is conditioned upon: a. : The execution and delivery of this Agreement and the Registration Rights Agreement other Transaction Agreements by the Company; b. ; Delivery by the Company to the Escrow Agent ▇▇▇▇▇▇▇ & Prager LLP of the Debentures and Warrants Certificates in accordance with this Agreement; c. ; The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. ; On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III ANNEX II attached hereto; f. ; There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and g. and From and after the date hereof to and including the such Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (iii), nor no minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that in either case that, in the reasonable judgment of the Buyer Buyer, makes it impracticable or inadvisable to purchase the DebenturesPurchased Shares.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Securities from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. 10.1. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Company Security Agreement, the Transfer Agent Letter, the Secretary’s Certificate, and, as applicable, the other Transaction Documents by the Company;. b. Delivery 10.2. The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrants, each in original form, duly executed by the Company, in accordance with this Agreement;. c. 10.3. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder. 10.4. The Company shall have authorized and reserved for the purpose of issuance under the Transaction Documents shares of Common Stock in an amount no less than the Share Reserve as of the Closing Date. 10.5. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;. d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. 10.6. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and. g. 10.7. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (a) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (b) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited; (c) no minimum prices shall have been established for securities traded on the Principal Trading Market; and (d) there shall not have occurred any Material Adverse Effect. 10.8. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, nor the Company shall there be any outbreak or escalation of hostilities involving have obtained (a) all governmental approvals required in connection with the United States or any material adverse change in any financial market that in either case in the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (b) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder. 10.9. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's obligation to purchase the Debentures Preferred Stock on the relevant Closing Date is conditioned upon: a. A. The adoption of the Certificate of Designations by all necessary corporate action of the Company and the filing of all filings necessary to effectuate the Certificate of Designations as a part of the charter documents of the Company; B. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. C. Delivery by the Company to the Escrow Agent of the Debentures and Warrants relevant Certificates in accordance with this Agreement; c. D. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. E. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. F. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex ANNEX III attached hereto; f. There G. Except to the extent contemplated by specific provisions of the Transaction Agreements, there shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated herebyhereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained; and; g. H. From and after the date hereof to and including the such Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQNasdaq/SmallCap Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The Nasdaq/SmallCap Market, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer makes it impracticable or inadvisable to purchase the Debentures.Preferred Stock; and I. With respect to the Additional Closing Date, (i) an Additional Closing Date Notice shall have been duly given in accordance with the provisions of Section 4(k); (ii) all other conditions of Section 4(k) shall have been satisfied; (iii) the Registration Statement shall have been declared effective with respect to all of the Registrable Securities, including the Additional Converted Shares, and shall continue to be effective as of such date;

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Purchased Shares and the Warrant is conditioned upon and subject to the fulfillment, on or prior to the Closing Date is conditioned uponDate, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Transfer Agent Letter and, as applicable, the other Transaction Documents by the CompanyCompany on or before the Closing Date; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures and Warrants Purchased Shares in accordance with the terms set forth in this Agreement; c. The delivery by the Company to the Buyer of the Warrant, in original form, duly executed by the Company, in accordance with this Agreement; c. d. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; e. On or prior to the Closing Date, the Share Reserve shall be sufficient to effect the full exercise of the Warrant as of the Closing Date; f. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. g. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. h. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market market; and (v) there shall not have occurred any Material Adverse Effect; i. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in connection with the lawful sale and issuance of the Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or the performance of the Company’s obligations thereunder; and j. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Buyer. a. The Company agrees to defend, indemnify and forever hold harmless the Buyer and its stockholders, directors, officers, managers, members, partners, Affiliates, employees, and agents, and each Buyer Control Person (collectively, the “Buyer Parties”) from and against any losses, claims, damages, liabilities or expenses incurred (collectively, “Damages”), joint or several, and any action in respect thereof to which the Buyer or any of the other Buyer Parties becomes subject, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Company contained in this Agreement or any of the other Transaction Documents, as such Damages are incurred. The Buyer Parties with the right to be indemnified under this Section (the “Indemnified Parties”) shall have the right to defend any such action or proceeding with attorneys of their own selection, and the Company shall be solely responsible for all costs and expenses related thereto; provided, however that in either case the Company shall have the right at its cost and expense to participate through counsel of its choosing in the reasonable judgment defense of the claim. If the Indemnified Parties opt not to retain their own counsel, the Company shall defend any such action or proceeding with attorneys of its choosing at its sole cost and expense, provided that such attorneys have been pre-approved by the Indemnified Parties, which approval shall not be unreasonably withheld, and provided further that the Company may not settle any such action or proceeding without first obtaining the written consent of the Indemnified Parties. b. The indemnity agreements contained in this Agreement shall be in addition to (i) any cause of action or similar rights of the Buyer makes it impracticable Parties against the Company or inadvisable to purchase others, and (ii) any other liabilities the DebenturesCompany may be subject to.

Conditions to The Buyer’s Obligation to Purchase. 12- NEXT PAGE The Company understands that the Buyer's Buyers' obligation to purchase the Debentures on the Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company; b. Delivery by the Company to the Escrow Agent of the Debentures and Warrants Certificates in accordance with this Agreement; c. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such the Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer Buyers shall have received an opinion of counsel for the Company, dated such as of the Closing Date, in form, scope and substance reasonably satisfactory to the BuyerBuyers, substantially to the effect set forth in Annex III attached Exhibit C annexed hereto; f. e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. f. From and after the date hereof to and including the Closing Date, the trading of the Common Stock shall not have been suspended by the SEC or the NASD and trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap National Market System shall not have been suspended or limited, nor shall minimum prices been established for securities traded on The NASDAQ/National Market System, nor shall there be any outbreak or escalation of hostilities involving the United States or any material adverse change in any financial market that in either case in the reasonable judgment of the Buyer Buyers makes it impracticable or inadvisable to purchase the Debentures.; and -13- NEXT PAGE

Conditions to The Buyer’s Obligation to Purchase. The Company understands that the Buyer's ’s obligation to purchase the Debentures Note and the Warrant from the Company pursuant to this Agreement on the Closing Date is conditioned uponupon and subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Buyer: a. The execution and delivery of this Agreement and Agreement, the Registration Rights Agreement Security Agreement, the Escrow Agreement, the Request, the Transfer Agent Letter, the Confession, and, as applicable, the other Transaction Documents by the Company; b. Delivery The delivery by the Company to the Escrow Agent Buyer of the Debentures Note and Warrants the Warrant, each in original form, duly executed by the Company, in accordance with this Agreement; c. On the Closing Date, each of the Transaction Documents executed by the Company on or before such date shall be in full force and effect and the Company shall not be in default thereunder; d. The Share Reserve shall be sufficient to effect the full conversion of the Note and exercise of the Warrant as of the Closing Date; e. The accuracy in all material respects on such the Closing Date of the representations and warranties of the Company contained in this AgreementAgreement and the other Transaction Documents, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date; d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder; e. On such Closing Date, the Buyer shall have received an opinion of counsel for the Company, dated such Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, substantially to the effect set forth in Annex III attached hereto; f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and; g. From and after the date hereof up to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the NASD and Principal Trading Market; (ii) trading in securities generally on the New York Stock Exchange or The NASDAQ/SmallCap Principal Trading Market shall not have been suspended or limited, nor ; (iii) no minimum prices shall been established for securities traded on the Principal Trading Market; (iv) there be any outbreak or escalation of hostilities involving the United States or shall not have been any material adverse change in any financial market that market; and (v) there shall not have occurred any Material Adverse Effect; h. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained (i) all governmental approvals required in either case in connection with the reasonable judgment lawful sale and issuance of the Buyer makes it impracticable Securities, and (ii) all third party approvals required to be obtained by the Company in connection with the execution and delivery of the Transaction Documents by the Company or inadvisable the performance of the Company’s obligations thereunder; and i. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to purchase such transactions shall be reasonably satisfactory in substance and form to the DebenturesBuyer.