Common use of CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL Clause in Contracts

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Ordinary Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Ordinary Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such The Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, for Shares in the case of any Buyer, amount set forth next to the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementas outlined on Schedule I attached hereto. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Class A Ordinary Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Class A Ordinary Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (lessPrice, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Purchased Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d), if any) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement”). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) Escrow Agent for the Convertible Debentures being purchased transactions contemplated by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.this Agreement; (c) b. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date; and c. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (a) Such The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(j)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Securities to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents (including the exhibits attached hereto and thereto), to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Securities being purchased by such Buyer at the each Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(j)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Exchange Notes to each Buyer at each the applicable Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Each Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Each Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Exchange Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such each Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer and each other Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes being purchased by such Buyer and each other Buyer at the Closing by check or wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such Buyer and each other Buyer shall be true and correct in all material respects as of the date when made hereof and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer and each other Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer and each other Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company escrow account the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementCompany’s instructions. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) b. Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of less any Buyer, the amounts amount withheld pursuant to Section 4(d)4.h) for the Convertible Debentures Preferred Shares and the Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) c. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer the Buyer(s) at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company the Purchase Price (less, for Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(d)) for the Convertible Debentures being purchased by such each Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementas outlined on Schedule I attached hereto. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of each the Closing Date Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the Buyer(s) at or prior to such the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each the Closing DateDates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(j)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such each Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company (less, in accordance with the Closing Statementcase of Highbridge International LLC, the amounts withheld pursuant to Section 4(e)(i)). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerHighbridge International LLC, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its their sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Subscribed Shares to each Buyer Purchaser at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer such Purchaser with prior written notice thereof: (ai) Such Buyer Purchaser shall have duly executed (as applicable) and delivered to the Company each of the Transaction Documents to which it is a party and delivered the same to the Companyitems set forth in Section 1(c) of this Agreement. (bii) Such Buyer and each other Buyer Purchaser shall have delivered to the Company the Purchase Price (less, Subscription Amount in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementcash. (ciii) The representations and warranties of such Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Purchaser at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts amount withheld by such Buyer pursuant to Section 4(d4(f)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of Highbridge International LLC, any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer▇▇▇▇▇▇ Bay, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing DateDates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Securities to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Purchased Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Note and Warrant being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (ai) Such The Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such The Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any the Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Preferred Shares being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered its Purchase Price to the Company the Purchase Price (less, in the case of any BuyerEmpery, the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company pursuant to Section 7(b) herein. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Unit to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions; provided, provided that that, these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (a) Such The Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Unit being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided in accordance with the Closing StatementSection 1(d) hereof. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Securities to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents (including the exhibits attached hereto and thereto), to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Securities being purchased by such Buyer at the each Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company or the Escrow Agent, as applicable, the Net Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementSection 1(d) hereof. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares to each Buyer the Buyers at each Closing the Closing, is subject to the satisfaction, at or before each the Closing Date, Date of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived (in whole or in part) by the Company at any time in its sole discretion by providing each Buyer the Buyers with prior written notice thereof: (ai) Such Each Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Each Buyer shall have delivered its Aggregate Purchase Price to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, subject to receipt of evidence of issuance referred to in accordance with the Closing StatementSection 6(a)(i). (ciii) The representations and warranties of such Buyer the Buyers shall be true and correct in all material respects as of the date when made of this Agreement and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such ) without giving effect to any qualification or limitation as to “materiality,” “Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied Material Adverse Effect” or complied with by such Buyer at or prior to such Closing Datesimilar qualifier set forth therein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Stock to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents Documents, where appropriate, to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) Escrow Agent for the Convertible Debentures being purchased transactions contemplated by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.this Agreement; (c) b. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date; and c. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent may reasonable request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to each Buyer at each the Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Units being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerFull Circle, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts Transaction Fees withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter (as defined below). (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to each a Buyer at each the Closing is subject to the satisfactionsatisfaction by such Buyer, at or before each the first Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each such Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Units being purchased by such Buyer at on the Closing Date applicable to such Buyer by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company (or, if applicable, in accordance with the Closing Statementlieu of cash, Units may be delivered in consideration of certain development services provided). (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date applicable to such Buyer as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date applicable to such Closing DateBuyer.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerH▇▇▇▇▇ Bay, the amounts withheld pursuant to Section 4(d4(k)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Stock to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Stock being purchased by such Buyer at prior to the Closing by wire transfer of immediately available funds in accordance with the Closing StatementClosing. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ab) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bc) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (cd) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (lesssuch Buyer’s respective DMR Warrants, in MOB Warrants and MOB Shares, as the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementmay be. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ab) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bc) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (cd) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer Investor at each the applicable Closing is subject to the satisfaction, at or before each the applicable Closing Date, of each of the following conditions, ; provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer Investor with prior written notice thereof: (a) Such Buyer such Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.; (b) Such Buyer and each other Buyer such Investor shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Note being purchased by such Buyer Investor at the applicable Closing by wire transfer of immediately available funds in accordance with the Closing Statement.provisions of Section 2.4; and (c) The the representations and warranties of such Buyer Investor shall be true and correct in all material respects as of the date when made and as of each applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer Investor at or prior to such the applicable Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) Such Buyer shall have executed and delivered to the Company the 144 representation letter, in the form attached hereto as Exhibit E (the “Standby 144 Representation Letter”). (iv) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares and the Warrants to each applicable Buyer at each the applicable Closing is subject to the satisfaction, at or before each the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer purchasing Preferred Shares and Warrants at such Closing with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) b. Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d4(h)) for the Convertible Debentures Preferred Shares and the Warrants being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) c. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to such the applicable Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchase Shares to each Buyer at each Closing is subject to the satisfaction, at or before each the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price applicable Closing Payment (lessless Thirty-Five Thousand Dollars ($35,000) of expense reimbursement for legal fees, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer which shall be paid at the Closing Initial Closing) by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the applicable Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Subscribed Securities to each Buyer the Purchaser at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer the Purchaser with prior written notice thereof: (ai) Such Buyer The Purchaser shall have duly executed each of the Transaction Documents to which it is a party (as applicable) and delivered the same to the CompanyCompany this Agreement. (bii) Such Buyer and each other Buyer The Purchaser shall have delivered to the Company the Purchase Price (less, Subscription Amount in cash on or prior to the case date of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementthis Agreement. (ciii) The representations and warranties of such Buyer the Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time this Agreement (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer the Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the Purchaser at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d5(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyerthe RCG Entities, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Purchased Shares and the related Warrants being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(f)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: : (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. ; (bii) Such Buyer and each other Buyer shall have delivered to the Company 25.5% of the Purchase Price (less, in the case of any BuyerDOP, the amounts withheld pursuant to Section 4(d)4(g) for the Convertible Debentures Notes and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statement. wire instructions provided by the Company; (ciii) The the representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing Shares and the Warrants is subject to the satisfaction, at or before each Closing Datethe date of the Initial Closing, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:discretion. (a) Such Buyer a. The parties shall have executed each of this Agreement and the Transaction Documents to which it is a party Ancillary Agreements, and delivered the same to the Companyeach other. (bb. The shareholders of the Company shall have approved the issuance of Shares contemplated hereunder in accordance with applicable rules of the NASDAQ SmallCap Market System; c. Pursuant to Section 1(d) Such Buyer and each other of this Agreement, Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures all Shares being purchased by such Buyer at the Closing by certified check or wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) d. The representations and warranties of such Buyer contained herein shall be true and correct in all material respects as of the date when made and as of each the date of the Initial Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Datethe date of the Initial Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (ai) Such The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such The Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any the Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Preferred Shares being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to each the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each the Buyer with prior written notice thereof: (a) Such The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Debenture being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all material respects) as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such the Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each such Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to each Buyer at each on the Closing Date is subject to the satisfaction, at or before each Closing Datethe Closing, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer ▇▇▇▇▇ shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Debenture being purchased by such Buyer at on the Closing Date by wire transfer of immediately available funds in accordance with the Closing Statementapplicable Flow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Datethe Closing. (iv) The Company shall have obtained the waiver and consent of ▇▇▇▇▇▇▇ Capital Management, LP to the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) : Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) . Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with a letter, duly executed by an officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Closing Statement. (c) ”). The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions; provided, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to each the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer the Buyer(s) at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Each Buyer shall have executed each of the Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company the Purchase Price (less, for Notes in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(d)) for the Convertible Debentures being purchased by such each Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementas outlined on Schedule I attached hereto. (c) The representations and warranties of such Buyer the Buyer(s) shall be true and correct in all material respects as of the date when made and as of each the Closing Date Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer the Buyer(s) at or prior to such the Closing DateDates.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(d4(g)) ), for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any BuyerMidtown, the amounts withheld pursuant to Section 4(d4(f)) for the Convertible Debentures Common Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Each Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Each Buyer shall have delivered to the Company the Purchase Price (less, in the case of less any Buyer, the amounts withheld pursuant to Section 4(d4(g)(i)) for the Convertible Debentures Notes being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) The representations and warranties of such each Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such each Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Purchased Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares, Notes and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) b. The Certificate of Designations shall have been filed with the Secretary of State of the State of Utah. c. Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Preferred Shares, Notes and Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (c) d. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) Each Buyer shall have duly executed and delivered to the Company a leak-out agreement in the form of Exhibit E hereof (each, a “Leak-Out Agreement”), each by and between the Company and each such Buyer. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company Escrow Agent, the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(g)) for the Convertible Debentures Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d4(aa)) for the Convertible Debentures Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementFlow of Funds Letter. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, 9159975 satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in provided certain amounts may be withheld by the case of any Buyer, the amounts withheld Placement Agent pursuant to Section 4(d4(g)) for the Convertible Debentures Notes being purchased by such Buyer and each other Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, date which shall be true and correct as of such specific specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) The Collateral Agent and the Buyers shall have executed and delivered the Subordination Agreement. (c) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the Closing Statementwire instructions provided by the Company. (cd) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Ordinary Shares to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Ordinary Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statementfunds. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and the related Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the escrow account specified by the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing StatementCompany’s instructions. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares and Warrants to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) a. Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the CompanyEscrow Agent for the transactions contemplated by this Agreement. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) b. The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such the Closing Date. c. Such Buyer shall have delivered to the Escrow Agent such other documents relating to the transactions contemplated by this Agreement as the Escrow Agent or its counsel may reasonable request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date, of each of the following conditions; provided, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Convertible Debentures Debenture being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement. (c) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Closing Date.