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 Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire 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Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Common Stock to the related Warrants to each Buyer Purchasers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’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: (a) Such Buyer Each Purchaser shall have executed each of the other Transaction Documents to which it is a party party, and all Purchasers and stockholders of the Company shall have entered into the Stockholders Agreement, in a form reasonably satisfactory to the Company, and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to into the Company Escrow Account on the Company’s behalf, each such Purchaser’s Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant equal to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer its Investment Amount at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Companyinstructions, in respect of each Purchaser, as set forth in Section 1(b) of this Agreement. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of 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 each 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 the Closing Date. (d) No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the Transactions. In addition, no action, suit or proceeding before any court or any governmental agency shall have been commenced or threatened, no investigation by any governmental agency shall have been commenced and no action, suit or proceeding by any governmental agency shall have been threatened against Purchaser or the Company (i) seeking to restrain, prevent or change the Transactions or questioning the validity or legality of any of the transactions contemplated by the Transaction Documentssuch Transactions or (ii) which could reasonably be expected to have a Material Adverse Effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Note to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, 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 thereofdiscretion: (a) Such a. The 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 b. 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) 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 the Closing Date 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 the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Buyer shall have delivered to the Transaction DocumentsCompany all information reasonably necessary and requested by the Company to comply with applicable federal and state securities laws in connection with the Agreement, which shall include, but not be limited to, the Buyer’s principal place of business or domicile for tax and securities law purposes and sufficient information to verify the Buyer’s status as an accredited investor.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell Notes and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at on or before 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 Buyer a. The parties shall have executed each of this Agreement, the other Transaction Documents to which it is a party Registration Rights Agreement and the Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent. (b) Such Buyer and each other b. The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Notes and the related Warrants being purchased by such Buyer at the Closing Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) 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 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 the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by herein. e. The Company's Board of Directors shall have approved this Agreement and the Transaction Documentsrelated documentation referred to herein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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(g)) for the Preferred 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 wire 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 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 the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (v) The Buyer shall have delivered to Company such other documents relating to the Transaction Documentstransactions contemplated by this Agreement as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and the related Warrants to each Buyer at the Closing Purchaser is subject to the satisfaction, at on or before the Closing each Investment 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 thereofdiscretion: (a) Such Buyer Each Purchaser shall have executed such Purchaser’s Execution Page to this Agreement and each of the other Transaction Documents Document to which it such Purchaser is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer Each Purchaser shall have delivered to the Company the full amount of such Purchaser’s applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Investment Date in accordance with the wire instructions provided by the CompanySection 1(b) hereof. (c) The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing applicable Investment Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties 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 at Purchaser on or prior to the Closing such Investment Date. (d) No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action or injunction proceeding shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Debentures to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, satisfaction of each of the following conditionsconditions thereto at Pre-Closing, 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 other Transaction Documents to which it is a party requiring Buyer’s signature, and delivered the same to the CompanyBuyer. (b) Such Buyer and each other The Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) and 1 (c ) above. (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 the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties 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 the Closing Date. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated herein which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at each Additional Closing is subject to the satisfaction, ruleat or before the applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Note to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditionsconditions thereto, 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 thereofdiscretion: (a) Such a. Buyer shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (b) Such Buyer and each other b. Buyer shall have delivered to the Company the Purchase Price in accordance with Section 1.b above. c. Buyer shall have acknowledged in writing the Irrevocable Transfer Agent Instructions delivered to Company’s transfer agent. d. The representations and warranties of Buyer contained in Section 2 shall be true and correct either in all respects (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)representation or warranty qualified by materiality) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct or in all material respects respects(in the case of any representation or warranty not qualified by materiality) on and as of the date when made and as of the Closing Date as though originally made at that time such date (except for representations and warranties that speak are 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 with, 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 DateDate (provided that, with respect to agreements, covenants, and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants, and conditions as so qualified, in all respects). (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Initial Warrants to each Initial Buyer at the Initial Closing was subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and could have been waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Initial Buyer shall have executed each of the Transaction Documents to which it is a party and the Investor Questionnaire and delivered the same to the Company. (ii) Such Initial Buyer shall have executed and delivered to the Company the flow of funds memorandum (“Flow of Funds”), confirming the Initial Purchase Price payable by such Initial Buyer and the wiring instructions applicable thereto. (iii) Such Initial Buyer shall have delivered its Initial Purchase Price to the Company for the Initial Notes and Initial Warrants purchased by such Initial Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company provided, if the Initial Buyer is directed to wire its funds to a third party pursuant to the Flow of Funds, the receipt of funds by such designated third party shall constitute delivery of its Purchase Price, in part or in whole as indicated in the Flow of Funds, hereunder. (iv) The representations and warranties of such Initial Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and such Initial 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 Initial Buyer at or prior to the Initial Closing Date. (b) The obligation of the Company hereunder to issue and sell the Subsequent Notes and the related Subsequent Warrants to each Subsequent Buyer at the applicable Subsequent Closing is subject to the satisfaction, at or before the applicable Subsequent Closing Date, 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 Subsequent Buyer with prior written notice thereof: (ai) Such Subsequent Buyer shall have executed each of the other Transaction Documents to which it is a party Investor Questionnaire and delivered the same to the Company. (bii) Such Subsequent Buyer shall have executed either (x) a Joinder Agreement or (y) a Subsequent Closing Notice and each other delivered the same to the Company. (iii) Such Subsequent Buyer shall have delivered its Subsequent Purchase Price to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Subsequent Notes and the related Subsequent Warrants being purchased by such Subsequent Buyer at the applicable Subsequent Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (civ) The representations and warranties of such Subsequent Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the applicable Subsequent 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 Subsequent 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 Subsequent Buyer at or prior to the applicable Subsequent Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Stock and the related Warrants to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, 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: (ai) Such Buyer Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same signature page to this Agreement; (ii) Such Purchaser shall have wired its aggregate Purchase Price set forth on Schedule 1 hereto 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (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 the Closing Date with the same force and effect as though originally such representations and warranties had been made at that time on and as of the date of Closing (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 the applicable Purchaser at or prior to the Closing Date.Closing; (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement; and (v) The Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the Transaction Documentstransaction contemplated by this Agreement which the Company agrees to diligently procure.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell an Additional Note to a Buyer at an Additional Closing is subject to the satisfaction, ruleat or before the applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell the Debenture to the Buyer pursuant to this Agreement on the Closing Date is conditioned upon: A. The execution and delivery of this Agreement by the Buyer; B. Delivery by the Buyer to the Company of good funds as payment in full of an amount equal to the Purchase Price for the Debenture in accordance with this Agreement; C. The accuracy on the Closing Date of the Company hereunder to issue representations and sell warranties of the Preferred Shares Buyer contained in this Agreement, each as if made on such date, and the related Warrants to each performance by the Buyer at the Closing is subject to the satisfaction, at on or before such date of all covenants and agreements of the Buyer required to be performed on or before such date; D. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and E. From and after the date hereof to and including the Closing Date, of each the trading of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived Common Stock shall not have been suspended by the Company at SEC or the NASD and trading in securities generally on the NYSE or the Over the Counter Bulletin Board Market shall not have been suspended or limited, nor shall minimum prices been established for securities traded on the Over the Counter Bulletin Board Market, nor shall there be any time outbreak or escalation of hostilities involving the United States or any material adverse change in its sole discretion by providing each Buyer with prior written notice thereof: (a) Such Buyer shall have executed each any financial market that in either case in the reasonable judgment of the other Transaction Documents Company makes it impracticable or inadvisable to which it is a party and delivered sell the same to the CompanyDebenture. (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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Shares, Warrants and the related Warrants Additional Investment Rights to each Buyer a Purchaser at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, 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:discretion. (a) Such Buyer a. The applicable Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreements, and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The applicable Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Investment Amount in accordance with the wire instructions provided by the CompanySection 2(b) above. (c) c. The representations and warranties of such Buyer the applicable Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable 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 applicable Purchaser at or prior to the Closing Date. (d) d. No statute, rule, regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Note to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto, 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 thereofdiscretion: (a) Such a. The 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 b. 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) 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 the Closing Date 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 the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Buyer shall have delivered to the Transaction DocumentsCompany all information reasonably necessary and requested by the Company to comply with applicable federal and state securities laws in connection with the Agreement, which shall include, but not be limited to, the Buyer’s principal place of residence or domicile for tax and securities law purposes and sufficient information to verify the Buyer’s status as an accredited investor.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants a Secured Convertible Debenture to each Buyer at the Closing is subject to the satisfaction, at or before the Closing DateClosing, 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 The forms of Transaction Documents (other than this Agreement, the Secured Convertible Debentures and the Security Agreement, which shall be in the forms agreed upon herein) shall be in form and substance reasonably satisfactory to the Company. (b) The Resolution shall have been obtained. (c) Each Buyer and the Collateral Agent each shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bd) Such Buyer and each other Each Buyer shall have delivered to the Company the its Purchase Price (less, in the case of any Buyer, less the amounts withheld pursuant to Section 4(g4(e)) for the Preferred Shares and the related Secured Convertible Debenture and/or Common Warrants being to be purchased by such Buyer at the Closing it pursuant to this Agreement 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 such Buyer and the wire transfer instructions provided by of the CompanyCompany (the “Closing Statement”). (ce) 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 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 to be performed, satisfied or complied with by such Buyer at or prior to the Closing DateClosing. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and/or the Common Shares and the related Warrants Warrants, as applicable, to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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(g)) for the Preferred Shares, if any, and the Common Shares and the related Warrants Warrants, if any, being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity obtained the approval of competent jurisdiction that prohibits the Principal Market with respect to the consummation of any of the transactions contemplated by the Transaction Documents. (e) The Company shall have obtained the consent of Union Bank of California with respect to the consummation of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Units of Preferred Shares and the related Warrants to each Buyer an Investor at the Initial Closing and a Subsequent Closing, as the case may be, is subject to the satisfactionsatisfaction by the Investor, at on or before the Initial Closing Date, and by the Investor on or before the Subsequent Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and (any of which may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:whole or in part): (a) Such Buyer 5.1. The Investor shall have executed each and delivered this Agreement, the Loan Agreement, the Investor Rights Agreement and any other of the other Transaction Documents required to which it is a party be executed and delivered by the same to Investor at the Companyapplicable Closing. (b) Such Buyer and each other Buyer 5.2. The Investor shall have delivered to at the Company Closing the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) purchase price for the Preferred Shares and the related Warrants being purchased at such Closing, in the amount and manner provided for by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Companythis Agreement. (c) 5.3. The representations and warranties of such Buyer the Investor shall be true and correct in all material respects as of the date when made and as of the Initial Closing Date or the Subsequent Closing Date, as the case may be, 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)time, and such Buyer the Investor shall have performed, satisfied and complied with in all material respects with the covenants, agreements and conditions required by this Agreement and any of the other Transaction Documents to be performed, satisfied or complied with by such Buyer the Investor at or prior to the Initial Closing Date or the Subsequent Closing Date, as the case may be. (d) 5.4. No statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental or regulatory authority of competent jurisdiction that or any self regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any by the Investor and the Company of the transactions contemplated purchase and sale of the Units to be acquired by such Investor at the Transaction Documentsapplicable Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g4(j)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow 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 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 the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction Each Buyer shall have been enactedexecuted and delivered that certain Intercreditor Agreement, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation of any form attached hereto as Exhibit D (the “Intercreditor Agreement”). (v) The holders of the transactions contemplated existing Tranche A Notes shall have returned each original copy thereof to the Company for cancellation and destruction. (vi) Such Buyer shall have delivered to the Company that certain Rest of World License Term Sheet, in the form attached hereto as Exhibit F (the “RoW License Term Sheet”), duly executed by the Transaction Documentssuch Buyer or such Buyer’s affiliate.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 duly executed and delivered to the Company an Investor Collateral Certificate and issued an Investor Note to the Company in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, which shall be held by such Buyer as Collateral for the obligations of the Company under the Series B Note issued to such Buyer hereunder. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Series A Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Series A Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (civ) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred 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 wire instructions Wire 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 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 the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Initial Preferred Shares and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Initial Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the applicable Additional Preferred Shares to each Buyer at any Additional Closing is subject to the satisfaction, ruleat or before the applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for such Additional Preferred Shares being purchased by such Buyer at such applicable Additional Closing by wire transfer of immediately available funds in accordance with the applicable Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Initial Preferred Shares and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Initial Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the applicable Additional Preferred Shares and the applicable related Warrants to each Buyer at any Additional Closing is subject to the satisfaction, ruleat or before such applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for such Additional Preferred Shares and the related Warrants being purchased by such Buyer at such applicable Additional Closing by wire transfer of immediately available funds in accordance with the applicable Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documentsthis Agreement to be performed, satisfied or complied with by such Buyer at or prior to such applicable Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer at the at the Initial Closing and Subsequent Closing, as the case may be, is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Ordinary Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Companyfunds. (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 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 the applicable Closing Date. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents. (vii) Each Buyer that is a Person other than a natural person shall have delivered to the Company: (a) an instruction letter to the registrar of the Ordinary Shares, in form and substance acceptable to the Company, duly executed by such Buyer, notarized; and (b) a copy of the articles of incorporation or other organizational documents of such Buyer, certified by such Buyer, notarized. (viii) Each Buyer that is a natural person shall have delivered to the Company a notarized copy of his or her passport. (ix) The Company shall have filed an amendment to its articles of association in the form attached as Schedule 3(p)(iii) hereto. (x) Each Buyer shall execute the undertakings towards the Office of the Chief Scientist Of The Ministry Of Economy and the Office of the Chief Scientist of the Ministry Of National Infrastructures, Energy And Water Resources, in the form attached hereto as Annex 2.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Promissory Note and the related Warrants Warrant to each Buyer the Investor at the Closing is subject to the satisfaction, at on or before 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 in accordance with prior written notice thereof:the terms of Section 9(k): (a) Such Buyer The Investor shall have duly 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 The Investor shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Promissory Note and the related Warrants Warrant being purchased by such Buyer the Investor 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 the Investor and the wire transfer instructions provided by of the CompanyCompany (the “Closing Statement”). (c) The representations and warranties of such Buyer the Investor shall be true and correct in all material respects as of the date when made and as of 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 the 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 the Investor at or prior to the Closing Date. (d) The Indebtedness incurred by the Company under senior secured convertible debentures issued and sold by the Company pursuant to that certain Securities Purchase Agreement, dated as of April 30, 2025, by and among the Company, the lenders party thereto and JGB Collateral LLC, as collateral agent (such Indebtedness, the “Existing Indebtedness”) shall have been repaid or otherwise terminated in full. (e) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (f) The Investor shall have delivered to the Company a properly completed and duly executed IRS Form W-8 (it being acknowledged that the Investor delivered such IRS Form W-8 on April 29, 2026).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Securities to the related Warrants to each Buyer Purchasers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’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: (a) Such Buyer Each Purchaser 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 a fully completed and executed Investor Questionnaire, satisfactory to the Purchase Price (lessCompany, in the case of any Buyerform attached as Exhibit C to this Agreement and Selling Stockholder Questionnaire, satisfactory to the amounts withheld pursuant Company, in the form attached as Annex B to Section 4(g)the Registration Rights Agreement. (b) for Each Purchaser shall have delivered to the Preferred Shares and the related Warrants being purchased by Company such Buyer at Purchaser’s Investment Amount no later than 12:00 p.m. New York City time on the Closing Date by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Companyset forth on Schedule 1 hereto. (c) The representations and warranties of such Buyer each Purchaser contained herein shall be true and correct in all material respects as of the date when made and as of 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 the Transaction Documents to be performed, satisfied or complied with by such Buyer Purchaser, as applicable, at or prior to the Closing Date. (d) No injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of any of the transactions contemplated by the Transaction DocumentsTransactions.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the a Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the 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 other Transaction Documents to which it is a party and a Rule 506 “Bad Actor” Questionnaire, and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the such Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire 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 the such 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 the such Closing Date. (div) No statuteA minimum of 3,200,000 Shares, rulefor the minimum gross proceeds of $8,000,000, regulation, executive order, decree, ruling or injunction are purchased by the Buyers at the Initial Closing. (v) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits received from the consummation of any Company a copy of the transactions contemplated written consent executed by The University of Texas at Austin (“UTA”) pursuant to which UTA shall have consented to the Transaction Documentsassignment of that certain Patent License Agreement No. PM1504101, dated as of July 8, 2015, by and between Parent and UTA (the “PLA”), to the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Convertible Debentures to the related Warrants to each Buyer Buyer(s) at the Closing Closings is subject to the satisfaction, at or before 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 thereofdiscretion: (a) Such Each Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same them to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company the Purchase Price (lessfor Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto, in minus any fees to be paid directly from the case proceeds of any Buyerthe Closings as set forth herein, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (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 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 the Closing DateDates. (d) No To the Buyer’s knowledge, no litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The _______________________________________________ obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to Investor at each Buyer at of the First Closing and the Second Closing is subject to the satisfaction, at or before each of the First Closing Dateand the Second Closing, of each of the following conditionsconditions thereto, 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 Buyer a. Investor shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (b) Such Buyer and each other Buyer b. Investor shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1 above. (c) c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. d. 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 of the First Closing Date and Second Closing as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable 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 each of the First Closing Dateand Second Closing. (d) e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. With respect to the Transaction DocumentsSecond Closing, the waiting period under the HSR Act shall have expired or early termination shall have been granted.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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(g)) for the Preferred Shares and the related Warrants Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at an Additional Closing is subject to the satisfaction, ruleat or before the applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to such Purchaser, 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: (ai) Such Buyer Purchaser shall have fully completed, executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.Purchaser’s Signature Page; (bii) Such Buyer and each other Buyer Purchaser shall have delivered to the Company remitted the Purchase Price (less, in set forth opposite the case name of any Buyer, such Purchaser on Schedule 1 hereto to the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company.Escrow Agent; (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 the Closing Date with the same force and effect as though originally such representations and warranties had been made at that time on and as of the date of Closing (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 the Closing Date.Closing; (div) The Company shall have received from such Purchaser a fully completed Investor Questionnaire, and must have found the contents of such questionnaire to be reasonably satisfactory in the Company’s sole discretion; and (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement or the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Initial Note and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial Flow 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, ruleat or before such applicable Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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 such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any executed each of the transactions contemplated other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Transaction DocumentsAdditional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) 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 the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire 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 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 the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Redeemable Debentures to the related Warrants to each Buyer Buyer(s) at the Closing Closings is subject to the satisfaction, at or before 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 thereofdiscretion: (a) Such Each Buyer shall have executed each of this Agreement, the other Transaction Documents and any other documents relating to which it is a party this transaction and delivered the same to the Company. (b) Such Buyer and each other Buyer The Buyer(s) shall have delivered to the Company Escrow Agent the Purchase Price (less, for Redeemable Debentures in the case of any Buyer, the respective amounts withheld pursuant as set forth next to Section 4(g)) for the Preferred Shares each Buyer as outlined on Schedule I attached hereto and the related Warrants being purchased by such Buyer at Escrow Agent shall have delivered the Closing net proceeds to the Company by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (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 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 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 the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits filed a form UCC-1 with regard to the consummation of any Pledged Property as detailed in the Security Agreement dated as of the transactions date hereof and provided proof of such filing to the Buyer(s). (e) The Buyer shall have delivered to the Company its originally executed warrants in order to be exchanged for One Hundred Fifty Thousand (150,000) restricted shares of Common Stock, as contemplated by the Transaction DocumentsSection 4(g)(iv) above.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell each Debenture to the Preferred Shares and the related Warrants to each Buyer at the each Closing is subject to the satisfaction, at or before the respective 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 a. The Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the CompanyCompany applicable to the respective Closing including for each Closing: (i) a Pledge and Security Agreement substantially in the form of EXHIBIT B hereto (individually, a "PLEDGE AND SECURITY AGREEMENT" and collectively, the "PLEDGE AND SECURITY AGREEMENTS"), and (ii) a Registration Rights Agreement substantially in the form of EXHIBIT C hereto (individually, a "REGISTRATION RIGHTS AGREEMENT" and collectively, the "REGISTRATION RIGHTS AGREEMENTS"). (b) Such Buyer b. Subject to the Company's compliance with Section 4(a), a Registration Statement on Form S-3 covering the resale of the respective Commitment Shares and each other the Conversion Shares underlying the Debenture to be sold at such Closing shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. c. The Buyer shall have delivered to the Company paid the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants such Debenture being purchased by such the Buyer at such Closing in the Closing by wire transfer of immediately available funds manner as set forth in accordance with the wire instructions provided by the Companyrespective Pledge and Security Agreement. (c) d. 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 the such 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 the Closing Date. (d) No statute. It is agreed and acknowledged by the parties hereto, rule, regulation, executive order, decree, ruling or injunction that until such time has the Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits delivered the consummation of any Second Closing Notice to the Buyer with respect to the Closing of the transactions contemplated by Second Debenture, the Transaction DocumentsCompany shall not be obligated to issue and sell to the Buyer the Second Debenture.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred 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 wire instructions provided letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of Buyer and the wire transfer instructions of the Company, attached hereto as Exhibit A (the “Flow 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction . The Company shall have been enactedreceived a certificate, enteredduly executed by the Chief Executive Officer of Buyer, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any dated as of the transactions contemplated by Closing Date, to the Transaction Documentsforegoing effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer at each of the First Closing and Second Closing, as applicable, is subject to the satisfaction, at or before the Closing DateDate in respect of such closing, of each of the following conditionsconditions thereto, 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 With respect to the First Closing and the Second Closing: (i) the applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (bii) Such Buyer and each other The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (ciii) The Series I Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Michigan. (iv) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the 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 applicable 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 applicable Buyer at or prior to the each Closing Date. (dv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (b) With respect to the Transaction DocumentsSecond Closing: (i) The Series II Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Michigan, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (ii) At any time on or after the 90th day following the Closing Date in respect of the First Closing, the Closing Bid Price of the Common Stock is greater than $6.00 for any twenty (20) consecutive Trading Days and the Company provides notice to the Buyers to that effect. (iii) The Closing Bid Price (as defined in the Certificate of Designation) of the Common Stock on the Trading Day (as defined in the Certificate of Designation) immediately preceding the Closing Date with respect to the Second Closing is greater than $6.00. (iv) Ninety (90) days shall have elapsed since the Closing Date with respect to the First Closing and no more than one (1) year shall have elapsed since the Closing Date with respect to the First Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Initial Notes and the related Warrants to each Initial Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Initial Buyer shall have executed each of the other Transaction Documents to which it is a party and the Investor Questionnaire and delivered each of the same to the Company. (bii) Such Buyer and each other Initial Buyer shall have executed and delivered to the Company the flow of funds memorandum (“Flow of Funds”), confirming the Initial Purchase Price payable by such Initial Buyer and the wiring instructions applicable thereto. (less, in iii) Such Initial Buyer shall have delivered its Initial Purchase Price to the case of any Buyer, the amounts withheld pursuant to Section 4(g)) Company for the Preferred Shares Initial Note(s) and the related Warrants being Warrant(s) purchased by such Initial Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyCompany provided, if the Initial Buyer is directed to wire its funds to a third party pursuant to the Flow of Funds, the receipt of funds by such designated third party shall constitute delivery of its Purchase Price, in part or in whole as indicated in the Flow of Funds, hereunder. (civ) The representations and warranties of such Initial Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial 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 Initial 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 Initial Buyer at or prior to the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Subsequent Note(s) to each Subsequent Buyer at the applicable Subsequent Closing is subject to the satisfaction, ruleat or before the applicable Subsequent Closing Date of each of the following conditions, regulation, executive order, decree, ruling or injunction 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 Subsequent Buyer with prior written notice thereof: (i) Such Subsequent Buyer shall have been enactedexecuted the Investor Questionnaire and delivered the same to the Company. (ii) Such Subsequent Buyer shall have executed either (x) a Joinder Agreement or (y) a Subsequent Closing Notice, enteredas applicable, promulgated and delivered the same to the Company. (iii) Such Subsequent Buyer shall have delivered its Subsequent Purchase Price to the Company for the Subsequent Note(s) being purchased by such Subsequent Buyer at the applicable Subsequent Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of such Subsequent Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any Material Adverse Effect, which shall be true and correct in all respects) as of the transactions contemplated date when made and as of the applicable Subsequent Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date), and such Subsequent 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 Subsequent Buyer at or prior to the Transaction Documentsapplicable Subsequent Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire 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 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 the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 other Transaction Documents to which it is a party and an Investor Questionnaire, and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire 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 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 the Closing Date. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) No statute, statute rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) That Notes having an aggregate principal amount of at least $5,000,000 are purchased by the Buyers.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants PFWs to each Buyer at the applicable Closing of a tranche of PFWs is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the 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 Each Buyer in a tranche shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (bii) Such Each Buyer and each other Buyer in a tranche shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant Existing Securities to Section 4(g)) be exchanged for the Preferred Shares and the related Warrants PFWs being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds such tranche in accordance with the wire instructions provided by the Company. (ciii) The representations and warranties of such each Buyer in a tranche shall be true and correct in all material respects as of the date when made and as of 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 the applicable Closing Date. The Company shall have received from each Buyer in a tranche a certificate, executed by an executive officer of such Buyer, dated as of the applicable Closing Date to the foregoing effect. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyPrice. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 the Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Preferred Shares to each Buyer at the Additional Closing is subject to the satisfaction, ruleat or before the Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer and each other Buyer shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity delivered to the Company the Additional Purchase Price. (ii) The Company shall have obtained the consent of competent jurisdiction that prohibits Nasdaq to the consummation of any terms and conditions of the transactions contemplated by the Transaction DocumentsCertificate of Designations.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing Purchaser hereunder is subject to the satisfaction, at or before the First Closing Dateand the Second Closing, as applicable, 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:discretion. (a) Such Buyer With respect to the First Closing and the Second Closing: (i) The Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same to First Purchase Price or the CompanySecond Purchase Price, as applicable, in accordance with Section 1(b) above. (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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (cii) 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 the First Closing Date and the Second Closing Date, as applicable, as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties 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 the First Closing Date and the Second Closing Date, as applicable. (diii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 BuyerH▇▇▇▇▇ Bay Fund, LP, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 the Closing Date. (div) No statuteproceeding challenging this Agreement or the transactions contemplated hereby, ruleor seeking to prohibit, regulationalter, executive orderprevent or materially delay the Closing, decree, ruling or injunction shall have been enactedinstituted or be pending before any court, enteredarbitrator, promulgated governmental body, agency or endorsed official. (v) The sale of the Common Shares by the Company shall not be prohibited by any court law or Governmental Entity governmental order or regulation. (vi) Such Buyer shall have executed and delivered to the Company a cross-receipt with respect to the receipt by such Buyer of competent jurisdiction that prohibits a certificate representing the consummation of any of Common Shares issued to such Buyer at the transactions contemplated by the Transaction DocumentsClosing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Convertible Debentures to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the 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(g4(d)) for the Preferred Shares and the related Warrants 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 provided by of the CompanyCompany (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 the 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 the such Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred applicable Purchased Shares and the related Warrants to each Buyer at the Closing Closing, is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Company’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 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 its applicable Purchase Price to the Company the Purchase Price (less, in the case of any Buyerthe Lead Investor, such amounts will be set-off against the amounts withheld payable by the Company to the Lead Investor pursuant to Section 4(g4(f)) for the Preferred 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 wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Buyer Material Adverse Effect” and words of similar import set forth therein) in all material respects as of the date when made and as of 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 the Closing Date. (div) No statuteThe Common Shares (I) shall be designated for quotation or listed on the Principal Market and the TSX and (II) shall not be suspended, rulein each case, regulationon the Closing Date, executive orderby the SEC, decreethe Principal Market or the TSX from trading on the Principal Market or the TSX nor shall suspension by the SEC, ruling the Principal Market or injunction shall the TSX have been enactedthreatened, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any as of the transactions contemplated Closing Date, either (A) in writing by the Transaction DocumentsSEC, the Principal Market or the TSX or (B) by falling below the minimum listing maintenance requirements of the Principal Market or the TSX.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 All Buyers shall have executed each of the other Transaction Documents to which it is a party this Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer All Buyers shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer them at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided settlement mechanics selected by the Companythem. (ciii) The representations Each and warranties every representation and warranty of such Buyer all of the Buyers shall be true and correct in all material respects as of the date when made and as of 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 all of the Buyers 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 them Buyer at or prior to the Closing Date. (div) No statute, rule, The purchase of Shares by any Buyer shall not (i) cause such Buyer or any of its affiliates to violate any banking regulation, executive order(ii) require such Buyer or any of its affiliates to file a prior notice under the CIBCA, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation otherwise seek prior approval of any banking regulator, (iii) require such Buyer or any of its affiliates to become a bank holding company or otherwise serve as a source of strength for the Company or any Subsidiary or (iv) cause such Buyer, together with any other person whose Company securities would be aggregated with such Buyer’s Company securities for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (assuming, for this purpose only, full conversion and/or exercise of such securities by such Buyer and such other persons) would represent more than 9.9% of any class of voting securities of the transactions contemplated by the Transaction DocumentsCompany outstanding at such time.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to Purchaser, of each of the following conditionsconditions thereto, 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 Buyer Purchaser shall have executed each of this Agreement and the other Transaction Documents to which it is a party and delivered the same to the Company. (b) Such Buyer and each other Buyer Purchaser shall have delivered to the Company deliver the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of in immediately available funds in accordance with for the wire instructions provided by Common Shares purchased at the CompanyClosing. (c) 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 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)time, and such Buyer Purchaser shall have performed, satisfied and complied in all material respects with the covenants, covenants and agreements and conditions required by this Agreement to be performed, satisfied performed or complied with by such Buyer Purchaser at or prior to the Closing. The Company shall have received a certificate executed by Purchaser, dated as of the Closing Dateto the foregoing effect and as to such other matters as may be reasonably requested by the Company. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated promulgated, or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement. (e) The Company shall have received an opinion of Purchaser's counsel dated as of the Transaction DocumentsClosing, in form reasonably acceptable to the Company and its counsel.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Purchased Securities to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred Shares and the related Warrants Purchased Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow 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 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 to be performed, satisfied or complied with by such Buyer at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Initial Notes or the related Warrants Additional Notes, as the case may be, to each Buyer the Buyers at the Initial Closing or the Additional Closing, as the case may be, is subject to the satisfaction, at or before the Initial Closing Date or the Additional Closing Date, as the case may be, 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: (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 (lesscontemplated by Section 1(c) hereof for the Initial Notes or the Additional Notes, in as the case of any Buyermay be, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing or the Additional Closing, as the case may be, pursuant to Section 1(d) hereof by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which are accurate in all respects) as of the date when made and as of the Initial Closing Date or the Additional Closing Date, as the case may be, 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 the Initial Closing Date or the Additional Closing Date, as the case may be. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer a Fund at the Closing hereunder is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions thereto; provided, provided however, 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:discretion. (a) Such Buyer The applicable Fund shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer The applicable Fund shall have delivered sixty-five (65%) percent of such Fund's Investment Amount in accordance with Section 2(b) above. Within two (2) trading days after the Registration Statement is filed with the SEC, the Funds shall deliver to the Company the Purchase Price (less, in balance of the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInvestment Amount. (c) The representations and warranties of such Buyer the applicable Fund shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer the applicable Fund 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 applicable Fund at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling ruling, injunction; action, proceeding or injunction interpretation shall have been enacted, entered, promulgated promulgated, endorsed or endorsed adopted by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby which questions the validity of, or challenges or prohibits the consummation of of, any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ------------------------------------------------ the Company hereunder to issue and sell the Preferred Shares Note and the related Warrants to each Buyer Warrant at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, provided however, 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 (i) executed each of the other Transaction Documents to which it is a party and delivered the same Agreements (to the Companyextent required thereby) and (ii) delivered such documents or signature pages thereof (via facsimile or as otherwise provided in the Escrow Agreement), together with such other items as may be required by this Agreement, to the Escrow Agent. (b) Such Buyer and each other The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire wiring instructions provided by the CompanyEscrow Agent. (c) The representations and warranties of such the Buyer in this Agreement shall be true and correct in all material respects as of the date when made and as of 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated entered or endorsed issued by any court or Governmental Entity governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Initial Notes to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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(g4(j)) for the Preferred Shares and the related Warrants Initial Note being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, ruleat or before such Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documentsthis Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer at each of the First Closing and the Second Closing is subject to the satisfaction, at or before the Closing DateDate in respect of such applicable Closing, of each of the following conditionsconditions thereto, 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. With respect to the First Closing and the Second Closing: (ai) Such The applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (bii) Such Buyer and each other The applicable Buyer shall have delivered to the Company the applicable Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (ciii) The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. (iv) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the applicable 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 applicable Buyer at or prior to the applicable Closing Date. (dv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement 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(g)) purchase price for the Preferred 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 wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer in this Agreement shall be true and correct in all material respects as of the date when made and as of 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 fixed 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 the Closing Date. (div) No statutesuit, rule, regulation, executive order, decree, ruling action or injunction other proceeding shall have been enacted, entered, promulgated commenced (and be pending) which seeks to restrain or endorsed by any court prohibit or Governmental Entity of competent jurisdiction that prohibits questions the consummation of any validity or legality of the transactions contemplated by the Transaction Documents, nor shall any such suit, action or proceeding be threatened. (v) All consents, Permits, authorizations, approvals, waivers and amendments required for the consummation of the transactions contemplated by the Transaction Documents shall have been obtained. (vi) The Buyers shall have delivered to the Company such other documents relating to the transactions contemplated by the Transaction Documents as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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(g)) for the Preferred 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 wire 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling At any time that the Buyer or injunction any other Person shall have been enacteda beneficial ownership interest (within the meaning of Rule 13d-3 under the 1934 Act), enteredor a direct or indirect pecuniary interest (within the meaning of Rule 16-a-1(a)(2) under the ▇▇▇▇ ▇▇▇) in the Securities, promulgated the Buyer and each such Person shall not, directly or endorsed by indirectly, make any court short sale or Governmental Entity maintain any short position, establish or maintain a “put equivalent position” (within the meaning of competent jurisdiction Rule 16-a-1(h) under the 1934 Act), enter into any swap, derivative transaction or other arrangement that prohibits the consummation of transfers to another, in whole or in part, any of the transactions contemplated economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other securities, cash or other consideration) or any securities convertible into, exercisable for or exchangeable for Common Stock of the Transaction DocumentsCompany.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the 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: (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 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(g)) for the Preferred Shares Notes and the related Warrants being purchased by such the Buyer at the such Closing by wire transfer of immediately available funds in accordance with respect to the wire instructions provided by the CompanyNotes and Warrants to be purchased at Closing. (ciii) The Buyer shall have delivered to the Company a properly completed and duly executed IRS Form W-9 from the Buyer. (iv) The representations and warranties of such the Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the date of each such 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 respects or in all material respects, as applicable, 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 the Closing Datedate of such Closing. (dv) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated if any, necessary for the sale of the Notes and the Warrants, including without limitation, those required by Nasdaq, if any. (vi) The Buyer shall have delivered to the Company such other documents, instruments or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of certificates relating to the transactions contemplated by the Transaction DocumentsDocuments as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Convertible Debenture to the related Warrants to each Buyer Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 The Investor shall have executed each of the other Transaction Documents to which it is a party and delivered the same them to the Company. . (b) Such Buyer and each other Buyer The Investor shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and Convertible Debenture, minus any fees to be paid directly from the related Warrants being purchased by such Buyer at proceeds the Closing as set forth herein, by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. . (c) The representations and warranties of such Buyer the Investor shall be true and correct in all material respects as of the date when made and as of 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 the 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 the Investor at or prior to the Closing Date. . 8. CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Convertible Debenture and Warrant at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion: (a) The Company, and the Company’s Transfer Agent as applicable, shall have executed the Transaction Documents and delivered the same to the Investor. (b) The Common Stock shall be authorized for quotation or trading on the Primary Market, trading in the Common Stock shall not have been suspended for any reason. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity executed and delivered to the Investor the Convertible Debenture. (e) The Investor shall have received an opinion of competent jurisdiction that prohibits counsel from counsel to the consummation Company in a form satisfactory to the Investor. 22 (f) The Company shall have provided to the Investor an executed Officer’s Certificate in a form satisfactory to the Investor. (g) The Company shall have provided Investor a true copy of any a certificate of good standing evidencing the formation and good standing of the transactions contemplated Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within 10 days of the Closing Date. (h) The Company shall have delivered to the Investor a certificate, executed by an officer of the Company in a form satisfactory to the Investor and dated as of the Closing Date, as to (i) the Company’s Article of Incorporation, (ii) the Bylaws of the Company, (iii) the resolutions as adopted by the Transaction DocumentsCompany's Board of Directors in a form reasonably acceptable to the Investor, (iv) the Company’s Certificate of Good, each as in effect at the Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue sell a Note and sell the Preferred Shares and the related Warrants to each Buyer deliver a Warrant at the Closing to a Buyer is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, provided however, that these conditions are for the Company’s 's sole benefit and may be waived in writing by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofdiscretion: (a) Such Buyer shall have (i) executed each of the Agreements and (ii) delivered such documents or signature pages thereof (via facsimile or as otherwise provided in the Escrow Agreement), together with such other Transaction Documents to which it is a party and delivered the same items as may be required by this Agreement, to the Company.Escrow Agent; (b) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company, and the Company shall have received from the Escrow Agent pursuant to the terms of Escrow Agreement, the Buyer's respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire wiring instructions provided by the Company.Escrow Agent; (c) The representations and warranties of such Buyer in this Agreement shall be true and correct in all material respects as of the date when made and as of 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 the Closing Date.; and (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated entered or endorsed issued by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each a Buyer at each of the First Closing and the Second Closing is subject to the satisfaction, at or before the Closing DateDate in respect of such applicable Closing, of each of the following conditionsconditions thereto, 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. With respect to the First Closing and the Second Closing: (ai) Such The applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement, and delivered the same to the Company. (bii) Such Buyer and each other The applicable Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanySection 1(b) above. (ciii) The Series C Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. (iv) The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such the applicable 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 applicable Buyer at or prior to the Closing Date. (dv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. b. With respect to the Transaction DocumentsSecond Closing: (i) the Series D Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’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 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(g)) for the Preferred 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 wire instructions provided by the Company. (ciii) MKM Opportunity Master Fund, Ltd. (“ MKM”) shall have entered into a letter agreement with the Company pursuant to which MKM (i) acknowledges that the Company has complied with Section 4(m) of the Prior Securities Purchase Agreements with respect to the transactions contemplated by this Agreement, (ii) waives the full application of the provisions of Section 2 of each of the Prior Warrants, and (iii) waives the application of the provisions of Section 7(a) of each of the notes (collectively, the “ Prior Notes”) issued by the Company to MKM pursuant to the Prior Securities Purchase Agreements so as to provide that that the issuance of the Common Shares and Warrants at the Closing shall not result in an adjustment to the “Conversion Price” (as defined in each of the Prior Notes) in accordance with the provisions of Section 7(a) of the Prior Notes. (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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company Issuer hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the CompanyIssuer’s sole benefit and may be waived by the Company Issuer 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 CompanyIssuer. (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 purchase price contemplated by Section 4(g)2(c) hereof for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing pursuant to Section 2(d) hereof by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyIssuer. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and in all material respects (except for such representation and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of 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 the Closing Date. Issuer shall have received a certificate, executed by the Chief Executive Officer or another officer of such Buyer acceptable to Issuer, dated as of the Closing Date, to the foregoing effect in form reasonably acceptable to Issuer. (div) The Issuer shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares on the Closing Date and set forth on the Schedule of Consents and Approvals hereto. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity other governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred 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 wire 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 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 the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. a. The obligation of the Company hereunder to issue and sell the Preferred Shares Debentures and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 purchase price (less, in the case of less any Buyer, the amounts withheld pursuant to Section 4(g4(k)) for the Preferred Shares Initial Debentures and the related Warrants being purchased by such Buyer at the Closing Initial Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Initial 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 date)), and such Buyer shall have performed, satisfied and complied with 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 the Initial Closing Date. b. The obligation of the Company to issue and sell the Additional Debentures to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for 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: (di) No statute, rule, regulation, executive order, decree, ruling or injunction Such Buyer shall have been enacteddelivered to the Company the purchase price for the Additional Debentures being purchased by such Buyer at such Additional Closing, entered, promulgated or endorsed by any court or Governmental Entity wire transfer of competent jurisdiction immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except to the extent that prohibits the consummation of any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case such representations and warranties shall be true and correct without further qualification) as of the transactions contemplated date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date (which shall be true and correct as of such date)), and such Buyer shall have performed, satisfied and complied with in all material respects the covenants, agreements and conditions required by the Transaction DocumentsDocuments to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Convertible Debentures to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 portion of the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g4(d)) for the Preferred Shares and the related Warrants Convertible Debentures being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyClosing Statement. (c) The Each and every representations and warranties of such 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 respects) as of the date when made and as of the 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 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 to be performed, satisfied or complied with by such Buyer at or prior to the such Closing Date, including as set forth in section 2. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer the Buyers at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditionsconditions thereto, 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 thereofdiscretion: (a) Such a. The applicable Buyer shall have executed each of this Agreement and the other Transaction Documents to which it is a party Related Agreements and delivered the same to the Company. (b) Such Buyer and each other Buyer b. The Buyers shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Original Notes and the related Original Warrants being purchased by such Buyer at for cancellation and paid the Closing by wire transfer of immediately available funds Additional Amount in accordance with the wire instructions provided by the CompanySection 1(b) above. (c) c. The representations and warranties of such the applicable Buyer shall be true and correct in all material respects as of the date when made and as of 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 applicable 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 applicable Buyer at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. The Buyers shall surrender for cancellation stock certificates for 3,415,520 and 2,500,000 shares of Common Stock currently held as security for R. ▇▇▇▇▇▇ ▇▇▇▇’▇ (“▇▇▇▇”) guarantee of the Transaction DocumentsCompany’s obligations to the Buyers under the Prior Agreements, acknowledging that ▇▇▇▇ was responsible for delivering this collateral to the Buyers, not the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Initial Preferred Shares and the related Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial 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 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 Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g4(i)) for the Initial Preferred Shares and the related Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyInitial Flow 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 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 the Initial Closing Date. (db) No statuteThe obligation of the Company hereunder to issue and sell the Additional Preferred Shares to each Buyer at the Additional Closing is subject to the satisfaction, ruleat or before the Additional Closing Date, regulationof each of the following conditions, executive order, decree, ruling or injunction 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: (i) Such Buyer shall have been enactedexecuted each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price (less, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits in the consummation case of any Buyer, the amounts withheld pursuant to Section 4(i)) for the Additional Preferred Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the transactions contemplated date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), 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 Transaction DocumentsAdditional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants PFWs to each Buyer at the applicable Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 Existing Securities to Section 4(g)) be exchanged for the Preferred Shares and the related Warrants PFWs being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire 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 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 the Closing Date. The Company shall have received from each Buyer a certificate, executed by an executive officer of such B▇▇▇▇, dated as of the Closing Date to the foregoing effect. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be pending by any governmental authority that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the applicable Preferred Shares and the related Warrants to each Buyer at the each Closing is subject to the satisfaction, at or before the each Closing Date, of each of the following conditions, provided that these conditions are for the 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 applicable Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred 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 wire instructions Wire 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 the 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 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 the each Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Shares, as applicable, to each Buyer at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the 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 On or prior to the First Closing Date 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 At each applicable Closing, such Buyer and each other Buyer shall have delivered to the Company the Purchase Price applicable purchase price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) ), as set forth opposite such Buyer’s name on the Schedule of Buyers, for the Preferred Shares and the related Warrants Shares, as applicable, being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds in accordance with the wire 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 the 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 the each Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Shares Stock and the related Warrants to each Buyer Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s 's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer Purchaser with prior written notice thereof: (ai) Such Buyer Each Purchaser shall have executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware. (iii) Each Cash Purchaser shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer Purchaser at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the CompanyCompany and each Note Purchaser shall have delivered to the Company the Promissory Note in accordance with Section 1.2 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 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 the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsRegistration Rights Agreement. (v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Series C Preferred Shares Stock and the related Warrants to each Buyer the Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 executed each of this Agreement and the other Transaction Documents to which it is a party Registration Rights Agreement and delivered the same to the Company. (bii) Such Buyer and each other Buyer The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware. (iii) The Purchaser shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the shares of Series C Preferred Shares and the related Warrants Stock being purchased by such Buyer the Purchaser at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire 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 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 the Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsRegistration Rights Agreement. (v) The accuracy in all material respects on the Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Common Stock and the related Warrants to each Buyer a Purchaser at the Closing is subject to the satisfaction, at or before as of the date of the Closing Dateand with respect to such Purchaser, of each of the following conditionsconditions thereto, 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: (ai) Such Buyer Purchaser shall have executed each of the other Transaction Documents to which it is a party and delivered the same signature page to this Agreement; (ii) Such Purchaser shall have wired its aggregate Purchase Price set forth on Schedule 1 hereto 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (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 the Closing Date with the same force and effect as though originally such representations and warranties had been made at that time on and as of the date of Closing (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 the applicable Purchaser at or prior to the Closing Date.Closing; (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreement; and (v) The Company shall have obtained all waivers, authorizations, approvals and consents needed to consummate the Transaction Documentstransaction contemplated by this Agreement which the Company agrees to diligently procure.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Securities to each Buyer at the Closing and the Additional Closing, if applicable, is subject to the satisfaction, with respect to each Buyer, at or before the Closing DateDate or the date of the Additional Closing, if applicable, 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 Buyer shall have executed each of this Agreement, the other Transaction Documents to which it is a party Series F Registration Rights Agreement and, if applicable, the Series G Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (lesspurchase price for the Series F Preferred Shares and, in the case of any Buyerif applicable, the amounts withheld pursuant to Section 4(g)) for the Series G Preferred Shares and the related Warrants Shares, being purchased by such Buyer at the Closing and, if applicable, the Additional Closing, by wire transfer of immediately available funds in accordance with pursuant to the wire 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 the Closing Date and, if applicable, the date of the Additional Closing, 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. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 duly executed and delivered to the Company an Investor Collateral Certificate and, in accordance with the instructions of the Company in the Flow of Funds Letter, maintained physical possession of a duly executed Investor Note of such Buyer, in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers, issued pursuant to the Note Purchase Agreement of such Buyer, both as payment for, and as Collateral (as defined in such Buyer’s Series B Note) securing, such Buyer’s Series B Note to be issued and sold to such Buyer at the Closing. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) 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(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditionsconditions (unless otherwise noted), 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 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 Buyerthe Lead Investor, the Structuring Discount and amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire instructions provided by the Company. (ciii) Within 30 days of the Initial Closing, Senti Biosciences Holdings, Inc., Senti Holdings, Inc., Senti Biosciences, Inc. and CPIF II-7 Limited shall have executed the definitive documents contemplated by the CVR Term Sheet dated as of March 19, 2026. (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 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 the Closing Date. (dv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (vi) The Lead Investor and any of its affiliates holding securities of the Transaction DocumentsIssuer shall have executed the Voting Agreement and delivered the same to the Company.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred PPO Shares and to the related Warrants to Buyer(s) at each Buyer at the Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the 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 Buyer shall have executed each of this Agreement (which incorporates by reference the other Transaction Documents Escrow Agreement to which it is a party the Buyer agrees to be bound hereby) and completed and executed the Investor Certification and the Investor Profile and delivered the same them to the Company. (b) Such Buyer and each other The Buyer shall have delivered to the Company Escrow Agent, the Purchase Price (less, Subscription Amount for PPO Shares in the case of any Buyer, amount set forth on the amounts withheld pursuant to Section 4(g)) for the Preferred Shares signature page affixed hereto and the related Warrants being purchased by such Buyer at Escrow Agent shall have delivered the Closing net proceeds to the Company by wire transfer of immediately available U.S. funds in accordance with pursuant to the wire instructions provided by the Company. (c) The representations and warranties of such Buyer the Buyer(s) contained in this Agreement shall be true and correct in all material respects as of the date when made and as of 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 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 the applicable Closing Date. (d) No statuteNotwithstanding the foregoing, ruleand for avoidance of doubt, regulationthe Company, executive orderat its sole discretion my terminate the offering, decreeor reject any Buyer's investment for any reason or for no reason and, ruling all funds from rejected subscriptions shall be returned to the prospective Buyer without interest and less wire or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documentsdisbursement fees.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Securities to the related Warrants to each Buyer Purchasers at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer the Purchasers 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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (c) 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 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 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 the Closing Date. (b) No injunction, restraining order or order of any nature by a governmental authority shall have been issued as of the Closing Date that would prevent or materially interfere with the consummation of the Offering or any of the transactions contemplated thereby; and no stop order suspending the qualification or exemption from qualification of any of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of the Purchasers after reasonable inquiry, be pending or contemplated as of the Closing Date. (c) At least $50.0 million in aggregate principal amount of Notes shall have been sold by the Company to the Purchasers. (d) No action shall have been taken and no statute, rule, regulation, executive order, decree, ruling regulation or injunction order shall have been enacted, entered, promulgated adopted or endorsed issued by any court federal, state or Governmental Entity foreign governmental or regulatory authority of competent jurisdiction that prohibits would, as of the consummation Closing Date, render impossible the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the transactions contemplated Closing Date, prevent the issuance or sale of the Securities. (e) The offer by the Transaction DocumentsCompany to exchange a minimum of $312 million principal amount of its existing Senior Notes for new Series A 16% Second Lien Notes and related solicitation of consents to amend certain terms of the indenture governing the Senior Notes (the “Exchange Offer and Consent Solicitation”) shall have been simultaneously consummated in accordance with the terms described in the CIM. (f) Any amendment to the Credit Agreement necessary for the purpose of allowing the Transactions shall have been duly executed and delivered by all parties thereto prior to the date of this Agreement and shall be in full force and effect.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer Investor at the Closing is subject to the satisfaction, at or before the Closing Date, as applicable, 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 the Investors with prior written notice thereof: (a) Such Buyer Each Investor 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 Each Investor shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer Investor at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided through procedures communicated by the Company. (c) The representations and warranties of such Buyer each Investor shall be true and correct in all material respects as of the date when made and as of 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 except to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or a Material Adverse Effect, which shall be true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof), and such Buyer each 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 the Closing Date. (d) No statute, rule, regulation, executive order, opinion, position-paper, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction (including the ISA) that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (e) Neither Nasdaq nor TASE shall have objected to this offering of the Securities. (f) Each Investor shall have delivered to the Company the Declaration duly executed by each such Investor, and the Declaration shall be true and correct as of the Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants applicable Common Stock to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 other Transaction Documents to which it is a party (are which are required to be executed by such Buyer at the Closing) 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 BuyerCrede, the amounts withheld pursuant to Section 4(g4(h)) for the Preferred Shares and the related Warrants Common Stock being purchased by such Buyer Crede at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (c) Such Buyer shall have executed and delivered, to the reasonable satisfaction of the Company, such questionnaires and documents in support thereof that Company or its agents deem reasonably necessary (or prudent) to comply with the requirements of Regulation D with respect to the transactions contemplated by this Agreement. (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 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 to be performed, satisfied or complied with by such Buyer at or prior to the applicable Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the applicable Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 applicable Purchase Price (less, in the case of any Buyerthe Lead Investor, the amounts withheld pursuant to Section 4(g4(f)) for the Preferred 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 wire instructions Wire 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 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 the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and (other than Section 6(a)(iv), which may not be waived) 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 duly executed and delivered to the Company an Investor Collateral Certificate and issued an Investor Note to the Company in such original principal amount as is set forth across from such Buyer’s name in column (8) of the Schedule of Buyers, which shall be held by such Buyer as Collateral for the obligations of the Company under the Note issued to such Buyer hereunder. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Flow of Funds Letter. (iii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biv) Such Buyer and each other Buyer shall have executed and delivered to the Company the Purchase Price (lessa voting agreement, in the case form of any Buyer, Exhibit E hereof (the amounts withheld pursuant to Section 4(g“Voting Agreement”)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (cv) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Company has received subscriptions in the form of this Agreement and like Securities Purchase Agreements for the purchase of not less than $6,500,000 in principal amount, the funds of which have been deposited in an escrow account established with U.S. Bank National Association, as the Escrow Agent, pursuant to the terms of the Escrow Agreement. (iii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (civ) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’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 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 Escrow Agent the Purchase Price (less, in the case of any BuyerMKM, the amounts amount withheld pursuant to Section 4(g)) for the Preferred Shares Note 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 wire instructions provided by the Company. (ciii) MKM shall have entered into a letter agreement with the Company pursuant to which MKM (i) acknowledges that the Company has complied with Section 4(m) of the Prior Agreement with respect to the transactions contemplated by this Agreement, (ii) amends the definition of “Permitted Indebtedness” contained in the Prior Note so as to provide that the aggregate indebtedness of the Company and its subsidiaries shall not exceed $1,750,000 and (iii) amends the definition of “Permitted Liens” and such other terms and provisions of the Prior Notes and Prior Agreement so as to provide that that the Notes shall be pari passu in all respects with the Prior Notes. (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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Common Shares and to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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(g)) for the Preferred Common Shares and the related Warrants being purchased by such the Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such the Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the 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 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 the Closing Date. (div) No statuteproceeding challenging this Agreement or the transactions contemplated hereby, ruleor seeking to prohibit, regulationalter, executive orderprevent or materially delay the Closing, decree, ruling or injunction shall have been enactedinstituted or be pending before any court, enteredarbitrator, promulgated governmental body, agency or endorsed official. (v) The sale of the Common Shares by the Company shall not be prohibited by any court law or Governmental Entity governmental order or regulation. (vi) The Company shall have sold securities to third party purchasers, who are not acting in concert with the Buyer, for an aggregate minimum of competent jurisdiction that prohibits $20,000,000 and an aggregate maximum of $27,000,000. Such securities shall be sold on, and have, such terms and conditions as the consummation of any of Company shall determine in its sole discretion. (vii) The Buyer shall have executed and delivered to the transactions contemplated Company a cross-receipt with respect to the receipt by the Transaction DocumentsBuyer of a certificate representing the Common Shares issued to the Buyer at the Closing.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares Note and the related Warrants to each Buyer Warrant at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions; provided, provided however, 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 (i) executed each of the other Transaction Documents to which it is a party and delivered the same Agreements (to the Companyextent required thereby) and (ii) delivered such documents or signature pages thereof (via facsimile or as otherwise provided in the Escrow Agreement), together with such other items as may be required by this Agreement, to the Escrow Agent. (b) Such Buyer and each other The Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire wiring instructions provided by the CompanyEscrow Agent. (c) The representations and warranties of such the Buyer in this Agreement shall be true and correct in all material respects as of the date when made and as of 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated entered or endorsed issued by any court or Governmental Entity governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by the Transaction Documentsherein.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 Letter of Credit Bank the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire instructions provided by the CompanyLetter of Credit Bank. (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 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 the Closing Date. (div) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Units to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 Each Buyer shall have executed each of the other Transaction Documents to which it such Buyer 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(g)) for the Preferred Shares and the related Warrants Units being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The Company shall have obtained the Principal Market Approval. (iv) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (v) The representations and warranties of such each Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are true and correct in all respects) as of the date when made and as of 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 in all material respects (except for those representations and warranties that are qualified by materiality, which are true and correct in all respects) as of such specific specified 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided Each Purchaser understands that these conditions are for the Company’s sole benefit and may be waived by obligation to sell the Company at any time in its sole discretion by providing each Buyer with prior written notice thereofPurchased Securities to such Purchaser pursuant to this Agreement on the Closing Date is conditioned upon: (a) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same Delivery by such Purchaser to the Company.Company of immediately available funds as payment in full of an amount equal to the Purchase Price for the Purchased Securities in accordance with this Agreement; (b) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, The accuracy in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at all material respects on the Closing by wire transfer Date of immediately available funds in accordance with the wire instructions provided by the Company. (c) The representations and warranties of such Buyer shall be true and correct Purchaser contained in all material respects this Agreement, each as of the date when if made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific on such date, and the performance by such Purchaser on or before such date of all covenants and agreements of such Purchaser required to be performed on or before such date; (c) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall be true and correct as of such specific date), and such Buyer shall not 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.been obtained; and (d) No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive orderorder promulgated or enacted by any governmental or regulatory authority, decreedomestic or foreign, ruling that declares this Agreement invalid or injunction unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby shall be in effect; and no action or proceeding before any court or regulatory authority, domestic or foreign, shall have been enacted, entered, promulgated instituted or endorsed threatened in writing by any court governmental or Governmental Entity regulatory authority, domestic or foreign, or by any other Person (other than the Company or any of competent jurisdiction that prohibits its Affiliates), which seeks to prevent or delay the consummation of any of the transactions contemplated by this Agreement or which challenges the Transaction Documentsvalidity or enforceability of this Agreement and which, in any such case, in the opinion of counsel to the Company, has a reasonable likelihood of success.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer Lender at the applicable Closing is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer Lender with prior written notice thereof: (ai) Such Buyer Lender 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 Lender and each other Buyer Lender shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer Lender at the applicable Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer Lender shall be true and correct in all material respects as of the date when made and as of 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 Lender 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 Lender at or prior to the applicable Closing Date. (div) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares Notes and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 duly executed and delivered to the Company an Investor Collateral Certificate and, at the Company’s direction, an Investor Note to the Collateral Agent in such original principal amount as is set forth across from such Buyer’s name in column (7) of the Schedule of Buyers. (ii) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (biii) Such Buyer and each other Buyer shall have delivered to the Company the Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (civ) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Buyer understands that the Company's obligation to sell the Note and issue the Warrants to the Buyer pursuant to this Agreement is conditioned upon satisfaction of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction, at following conditions precedent on or before the Closing Date, Date (any or all of each of the following conditions, provided that these conditions are for the Company’s sole benefit and which 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 The delivery by the Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.Escrow Agent of an amount equal to the Purchase Price; (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(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company.this Agreement; (c) The representations and warranties of such the Buyer contained in this Agreement and in the Questionnaire shall be have been true and correct in all material respects as of on the date when made of this Agreement and as of on the Closing Date as though originally if made at that time (except for representations on the Closing Date and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such on or before the Closing Date the Buyer shall have performed, satisfied performed all covenants and complied in all material respects with agreements of the covenants, agreements and conditions Buyer required by this Agreement to be performed, satisfied performed by the Buyer on or complied with by such Buyer at or prior to before the Closing Date.; and (d) No statuteevent which, ruleif the Note were outstanding, regulation(1) would constitute an Event of Default or, executive orderwith the giving of notice of the passage of time or both, decree, ruling or injunction would constitute an Event of Default shall have been enactedoccurred and be continuing or (2) would constitute a Repurchase Event or, enteredwith the giving of notice or the lapse of time or both, promulgated would constitute a Repurchase Event shall have occurred and be continuing unless the Buyer shall have waived in writing such (and only such) Event of Default or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits Repurchase Event, as the consummation of any case may be, and the rights of the transactions contemplated by Buyer under the Transaction DocumentsNote with respect to such (and only such) Event of Default or Repurchase Event, as the case may be.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 other Transaction Documents to which it is a party and an Investor Questionnaire, and delivered the same to the Company. (bii) Such Buyer and each other Buyer shall have delivered to the Escrow Agent on behalf of the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by check in collected funds through the Escrow Agent or wire transfer of immediately available funds in accordance with pursuant to the wire 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 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 the Closing Date. (div) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (v) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (vi) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect. (vii) That Notes having an aggregate principal amount of at least $4,500,000 are purchased by the Buyers.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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 Cash Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire Flow of Funds Letter. (iii) Each Varian Buyer shall have surrendered its Varian Note to Varian with irrevocable instructions provided by to transfer such Varian Note to the Company. (civ) [Lead Buyer] shall have duly executed and delivered to the Company that certain letter agreement, in the form attached hereto as Exhibit C (the “Letter Agreement”). (v) Each holder of a Varian Note (as defined in the Letter Agreement) shall have executed and delivered to the Company that certain release letter in the form attached hereto as Exhibit D (the “Release Letter”). (vi) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and to the related Warrants to each Buyer Buyers at the Closing is subject to the satisfaction, at or before the Closing DateClosing, 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 the Buyers 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 such Buyer’s aggregate Purchase Price (lessPrice, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred 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 wire 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 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 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 the Closing DateClosing. (div) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enacted, entered, promulgated received the Dye SPA Waiver. (v) The Company shall have raised or endorsed by otherwise secured a minimum of $72 million of capital from any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any combination of the transactions contemplated sale of shares of Preferred Stock and proceeds to be disbursed to the Company from a loan under a credit facility evidenced by a commitment to lend (provided that such commitment may be subject to conditions to draw on the credit facility and may be funded in tranches; exclusive of original issue discount on the loan). (vi) The special committee of the Board of Directors of the Company shall have received an opinion from a financial advisor that the consideration received by the Transaction DocumentsCompany for the issuance of the Preferred Stock is fair to the Company, from a financial point of view.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants to each Buyer a Purchaser at the Initial Closing or an Optional Closing hereunder is subject to the satisfaction, at or before the each Closing Date, of each of the following conditionsconditions thereto; provided, provided however, 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 discretion. a Each Purchaser shall have executed each of the other Transaction Documents signature page to which it is a party this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (b) Such Buyer and each other Buyer . b Each Purchaser shall have delivered to the Company the Purchase Price (lessa duly executed Call Option, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)form attached hereto as Exhibit C. c Each Purchaser shall have delivered (i) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds Purchaser's Initial Investment Amount in accordance with Section 1(c) above at the wire instructions provided by the Company. Initial Closing and (cii) such Purchaser's Election Amount in accordance with Section 1(d) above in connection with each Optional Closing. d The representations and warranties of such Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of the each Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such specific date), and such Buyer each 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 applicable Purchaser at or prior to the each Closing Date. (d) . e No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Incremental Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 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, (A) the amounts withheld pursuant to Section 4(g)) and (B) the stated value of the aggregate number of Preferred Shares as is set forth next to such Buyer’s name in column (4) on the Schedule of Buyers, which amount shall be funded within one (1) Business Day following the Holdback Date) for the Preferred Shares and the related Incremental Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Common Shares and to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion (if permissible under applicable law) 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 Buyer and each other The Buyer shall have delivered to the Company an amount in cash equal to the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants being purchased by such Buyer at the Closing Common Shares, by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company.Company on Exhibit A. (ciii) The representations and warranties of such Buyer contained in Section 2(a) (Organization; Authority), Section 2(b) (No Public Sale or Distribution), Section 2(c) (Accredited Investor Status), Section 2(f) (Transfer or Resale), Section 2(g) (Validity; Enforcement), Section 2(k) (General Solicitation), Section 2(l) (Experience of the Buyer), Section 2(m) (Access to Information) and Section 2(q) (Availability of Funds) (collectively, the “Buyer Excepted Representations”) shall be true and correct in all material respects as of the date when made hereof and as of the Closing Date as though originally made at on and as of the Closing Date, except that time (except for those representations and warranties that speak address matters only as of a specific particular date need only be true and correct as of such date. All other representations and warranties of Buyer contained in this Agreement, which in each case disregarding and without giving any effect to all qualifications and exceptions contained therein relating to materiality or material adverse effect or any similar standard or qualification, shall be true and correct as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such specific date)date and except for such failures to be true and correct that have not had, and such would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Buyer or its ability to perform any of its obligations under this Agreement or any of the other Transaction Documents to which it is a party. (iv) 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 the Closing Date. (dv) The Buyer shall have delivered to the Company all of the documents and other items required to be delivered by the Buyer pursuant to Section 1(d)(i). (vi) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance and sale of the Common Shares to the Buyer. (vii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity Authority of competent jurisdiction shall have enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of any of the transactions contemplated by Share Issuance, including, without limitation, the Transaction DocumentsShare Issuance, which order, injunction, legal restraint or prohibition shall have become final and non-appealable.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and the related Warrants Notes to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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 and each other 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(g)) for the Preferred Shares and the related Warrants Note being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (iv) The Principal Market shall have communicated (which may be oral) that its review of the transactions contemplated by this Agreement is complete or that it is no longer reviewing the transactions contemplated by this Agreement. (v) 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 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 the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Preferred Shares and Notes to the related Warrants to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the 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:; provided, however, that other than subsection 5(a)(ii), the provisions of this Section 5 need not be fulfilled for any closing of sales of Subsequent Closing Notes pursuant to Section 1(c): (ai) Such The Buyer and the Parent 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 or the Parent shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Preferred Shares and the related Warrants Notes being purchased by such the Buyer or the Parent at the Closing by wire transfer of immediately available funds in accordance with pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of such Buyer and Parent shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made hereof and as of 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 and Parent 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 and Parent at or prior to the Closing Date. The Company shall have received a certificate, executed by the Chief Executive Officer of the Buyer, dated as of the Closing Date, to the foregoing effect in a form reasonably acceptable to the Company. (div) The Buyer shall have delivered to the Company a certificate, executed by the Secretary of the Buyer and dated as of the Closing Date, as to (A) the resolutions adopted by the Board of Directors of the Buyer approving this Agreement and the transactions contemplated hereunder, (B) the Certificate of Incorporation and (C) the Bylaws, as in effect at the Closing, in a form reasonably acceptable to the Company. (v) No statutegovernmental entity or court of competent jurisdiction shall have enacted, threatened, issued, promulgated, enforced or entered any law, rule, regulation, executive orderjudgment, decree, ruling injunction, executive order or injunction shall have been enactedaward, enteredwhether temporary, promulgated preliminary or endorsed by any court permanent (an “Order”), that is then in effect, pending or Governmental Entity threatened and has, or would have, the effect of competent jurisdiction that prohibits the consummation of any of making the transactions contemplated by the Transaction DocumentsDocuments illegal or otherwise prohibiting consummation of such transactions.