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 Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and 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 the Buyer at or prior to each Closing Date. v. 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note to the Buyer Lender at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The Buyer Lender shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Lender shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The Lender shall have delivered a subordination agreement in a form acceptable to the Lender, the Company and GemCap Solutions, LLC. d. The representations and warranties of the Buyer Lender shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Lender shall have performed performed, satisfied 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 Buyer Lender at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note to the Buyer Lender at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The Buyer Lender shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Lender shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The Lender shall have delivered a subordination agreement in a form acceptable to the Lender, the Company and the Company’s primary lender. d. The representations and warranties of the Buyer Lender shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Lender shall have performed performed, satisfied 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 Buyer Lender at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation ---------------------------------------------- of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Notes to the Buyer at each Closing a Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit aggregate principal amount of the shares Note(s) being purchased by it in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The ---------------------------------------------- obligation of the Company hereunder to issue and sell the Shares Notes and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares First Closing Note and the Warrants to Purchaser at the Buyer First Closing, and to issue the Second Closing Note to Purchaser at each Closing the Second Closing, is subject to the satisfaction, at or before as of the date of each Closing Date Closing, of each of the following conditions 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: i. The Buyer (i) Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer ) Purchaser, at each Closing, shall have delivered the Purchase Price upon the deposit portion of the shares in Buyer’s brokerage accountSubscription Price required to be delivered by Purchaser for the Securities purchased. iv. (iii) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)time, and the Buyer Purchaser shall have performed 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 the Buyer Purchaser at or prior to each Closing Datethe Closing. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing (or Call Closing) is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement each of the Transaction Documents which requires Buyer’s signature, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and the Warrants to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each Closing Date Date, of each of the following conditions 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:. i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered (i) the Tranche 1 Purchase Price upon in accordance with Section 1(c) above at the deposit of Tranche 1 Closing and (ii) the shares Tranche 2 Purchase Price in Buyer’s brokerage accountaccordance with Section 1(d) above at the Tranche 2 Closing. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note and Warrant to a Purchaser at the Buyer at each Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. (a) The Buyer Purchaser shall have executed this Agreement Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)respects, and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement each of the Transaction Documents which requires Buyer’s signature, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to Purchaser at the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date the Closing, of each of the following conditions theretoconditions, provided that these such conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:discretion by providing prior written notice to each Purchaser. i. (a) The Buyer Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered the same executed copies to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon for the deposit of the shares Preferred Shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date the date and time of such closing as though made at that time (except for representations and warranties that speak relate to a different date, which shall be true and correct as of a specific such date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 that prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ---------------------------------------------- the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to a Purchaser at the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided -------- however, that these conditions are for the Company's sole benefit and may be ------- waived by the Company at any time in its sole discretion:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares such Purchaser's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the New Note and the related Common Shares to the Buyer Investor at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, 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 discretiondiscretion by providing the Investor with prior written notice thereof: i. (i) The Buyer Investor shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii. ) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Investor shall have delivered to the Purchase Price upon Company the deposit of the shares in Buyer’s brokerage accountOriginal Note, duly endorsed for cancellation. iv. (iii) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Buyer Investor shall have performed performed, satisfied 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 Buyer Investor at or prior to each the Closing Date. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (v) 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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell exchange the Shares New Note to the Buyer Holder at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The Buyer Holder shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Holder shall have delivered the Purchase Price upon Original Debt in accordance with Section 1(b) above, which shall include the deposit delivery of the shares in Buyer’s brokerage accountOriginal Debt being cancelled. iv. c. The representations and warranties of the Buyer Holder shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Holder shall have performed performed, satisfied 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 Buyer Holder at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Shares Convertible Securities to a Purchaser at the Buyer at each Closing is subject to the satisfaction, at or before each as of the date of the Closing Date and with respect to such Purchaser, of each of the following conditions 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: i. The Buyer (i) Such Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement and delivered the same to the Company. (ii. The Seller ) Such Purchaser shall have requested a draw down of an amount of deliver the applicable Purchase Price for the Convertible Securities to be purchasedpurchased at the Closing. (iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. ) The representations and warranties of the Buyer such Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)time, and the Buyer such Purchaser shall have performed 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 the Buyer such Purchaser at or prior to each Closing Datethe Closing. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-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.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Debentures and Warrants to a Purchaser at the Shares to the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreements, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares such Purchaser's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to a Purchaser at the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares such Purchaser's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares and Warrants to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: i. a. The Buyer shall have executed this Agreement each of the Transaction Documents to which it is a party, and the Qualified Purchaser Questionnaire, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. b. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. c. The Buyer shall have delivered to the Company such other documents relating to the transactions as are contemplated by this Agreement. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered entered, promulgated or endorsed issued 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 by, or materially and adversely affect the rights and/or obligations of the Company arising under this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement each of the Transaction Documents which requires Buyer's signature, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Units to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each Closing Date the Closing, of each of the following conditions 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:. i. The Buyer (a) Each Purchaser shall have executed such Purchaser's Execution Page to this Agreement and the Registration Rights Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer (b) Each Purchaser shall have delivered the such Purchaser's Purchase Price upon for the deposit of Units being purchased at the shares Closing in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer such Purchaser shall have performed performed, satisfied 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 Buyer such Purchaser at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and the Warrants to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Total Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(e) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Investor understands that the Company's obligation of to sell the Units to the Investor pursuant to this Agreement on the Closing Date is conditioned upon: 7.1 Delivery by the Investor to the Company hereunder to issue and sell the Shares of good funds as payment in full of an amount equal to the Buyer at each Closing is subject to purchase price for the satisfaction, at or before each Units in accordance with this Agreement; 7.2 The accuracy on the date hereof and the Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct Investor contained in all material respects this Agreement, each as of the date when if made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific on such date), and the Buyer shall have performed , satisfied performance by the Investor on or before such date of all covenants and complied in all material respects with agreements of the covenants, agreements and conditions Investor required by this Agreement to be performedperformed on or before such date; 7.3 There shall not be in effect any law, satisfied rule or complied with regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and 7.4 No preliminary or permanent injunction or other order issued by the Buyer at any court or prior to each Closing Date. v. No litigationgovernmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation 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 m effect; and no action or proceeding before any court or regulatory authority, domestic or foreign, shall have been enactedinstituted or threatened in writing by any governmental or regulatory authority, entered domestic or foreign, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction other person (other than the Company or any self-regulatory organization having authority over the matters contemplated hereby of its affiliates), which prohibits seeks to prevent or delay the consummation of any of the transactions contemplated by this AgreementAgreement or which challenges the validity 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. The obligation of the Company hereunder to issue and sell Shares and Warrants to a Fund at the Shares to the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. (a) The Buyer applicable Fund shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Fund shall have delivered the Purchase Price upon the deposit of the shares such Fund's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. (c) The representations and warranties of the Buyer applicable Fund shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Fund shall have performed performed, satisfied 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 Buyer applicable Fund at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction; action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the Buyer at each the Closing is subject to the satisfactionsatisfaction (or waiver), at on or before each the Closing Date Date, of each of the following conditions 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 discretiondiscretion by prior delivery of written notice of such waiver to the Buyer: i. A. The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. B. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(B) above. iv. C. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific particular date and in such case shall be true and correct as of that particular date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. D. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. E. The Buyer shall have delivered an executed copy of the Shareholder's Undertaking, dated as of the Closing Date, in the form attached as Exhibit C hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each of the First Closing and any subsequent Closing is subject to the satisfaction, at or before each the Closing Date in respect of such applicable Closing, of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement or a Supplemental Investment Agreement, as the case may be, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Delaware. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer Purchaser at each the Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. a. The Buyer Purchaser shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and Warrants to the Buyer Investors at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived in writing by the Company at any time in its sole discretion: i. The Buyer 5.1 All of the Investors shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down 5.2 All of an amount of Securities to be purchased. iii. The Buyer the Investors shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1.2 above. iv. 5.3 The representations and warranties of all of the Buyer Investors shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and all of the Buyer Investors shall have performed performed, satisfied 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 Buyer Investors at or prior to each the Closing Date. v. 5.4 No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been filed with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Colorado. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each Closing Date. v. 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement each of the Transaction Documents, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The Buyer shall have delivered the original Series B Warrants to the Company. (d) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (e) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. b. The Buyer shall have delivered the Purchase Price upon the deposit in accordance with Section 1(b) above within three (3) days of the shares in Buyer’s brokerage accountdate of delivery of the originally executed Note. iv. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. No d. As of the Closing Date, no litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures, Preferred Stock and the Warrants to each Purchaser hereunder, and to exchange Preferred Stock for the Buyer Debentures, at each Closing Closing, is subject to the satisfaction, at or before each the relevant Closing Date Date, of each of the following conditions theretothereto relevant to such Closing, 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. A. With respect to the First Closing: i. The Buyer (i) Each Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer ) Each Purchaser shall have delivered the such Purchaser's Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (iii) The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of each the First Closing Date as though 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 date), and the Buyer each Purchaser shall have performed performed, satisfied 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 Buyer such Purchaser at or prior to each the First Closing Date. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Shares and Warrants to a Fund at the Shares to the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. (a) The Buyer applicable Fund shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Fund shall have delivered to the Purchase Price upon the deposit of the shares escrow holder such Fund's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. (c) The representations and warranties of the Buyer applicable Fund shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Fund shall have performed performed, satisfied 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 Buyer applicable Fund at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction; action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement Agreement, the Registration Rights Agreement, and the Security Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell Shares and Warrants to a Purchaser at the Shares to the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares (i) such Purchaser's Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note and Warrants to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. b. The Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above and the deposit Company shall have received an aggregate of Five Million Dollars ($5,000,000) from the shares in Buyer’s brokerage account. iv. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell the Shares Units to the a Buyer at each Closing the Closing, is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon for the deposit of the shares Units which it is purchasing in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the same to the CompanyCompany and the Escrow Agent. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon to the deposit Escrow Agent in accordance with Section 1(b) above, and an aggregate Purchase Price of at least $10,000,000 shall have been received by the Escrow Agent. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the shares in Buyer’s brokerage accountState of New York. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which representations and warranties shall be correct as of such date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement, the Security Agreement and the Subsidiary Security Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to each of the Buyer Purchasers at each a Closing is subject to the satisfaction, at or before each Closing Date the date and time of any such Closing, of each of the following conditions 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:. i. (i) The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (ii. ) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (iii) The representations and warranties of the Buyer Purchasers shall be true and correct in all material respects as of the date when made and as of each the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchasers shall have performed performed, satisfied 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 Buyer Purchasers at or prior to each Closing Datesuch Closing. v. (iv) No litigation, injunction. No statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Purchaser understands that the Company's obligation of the Company hereunder to issue and sell the Shares Debentures on the Closing Date to the Buyer at each Closing Purchaser pursuant to this Agreement is subject conditioned upon: 10.1 The receipt and acceptance by the Purchaser of this Agreement as evidenced by execution of this Agreement by the Purchaser. 10.2 Delivery by the Purchaser to the satisfaction, at or before each Escrow Agent of immediately available funds as payment in full of an amount equal to the Purchase Price for the Debentures in accordance with Section 1(c) hereof; 10.3 The accuracy on the Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct Purchaser contained in all material respects this Agreement as of if made on the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)Date, and the Buyer shall have performed , satisfied performance by the Purchaser on or before the Closing Date of all covenants and complied in all material respects with agreements of the covenants, agreements and conditions Purchaser required by this Agreement to be performed, satisfied performed on or complied with by before the Buyer at or prior to each Closing Date; 10.4 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. v. 10.5 No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been be enacted, entered 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 or adversely affects any of the transactions contemplated by this AgreementAgreement or the Transaction Documents, and no proceeding or investigation shall have been commenced or threatened which may have the effect of prohibiting or adversely effecting any of the transactions contemplated by this Agreement or the Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. The Buyer a. Each Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer b. Each Purchaser shall have delivered the such Purchaser's Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer each Purchaser shall have performed performed, satisfied 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 Buyer such Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. e. This Agreement, the Certificate and Registration Rights Agreement and the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities, shall have been approved and adopted by the shareholders of the Company in compliance with all relevant legal requirements.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Shares Notes to the each Buyer at each a Closing is subject to the satisfaction, at or before each the applicable Closing Date Date, of each of the following conditions theretoconditions, 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 discretiondiscretion by providing each Buyer with prior written notice thereof: i. The (i) Such Buyer shall have executed this Agreement each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The ) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price upon (less, in the deposit case of any Buyer, the shares amounts withheld pursuant to Section 4(g)) for the Note being purchased by such Buyer at the applicable Closing by wire transfer of immediately available funds in Buyer’s brokerage accountaccordance with the Flow of Funds Letter. iv. (iii) The representations and warranties of the such Buyer shall be true and correct in all material respects as of the date when made and as 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 as of such specific date), and the such Buyer shall have performed performed, satisfied 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 such Buyer at or prior to each such Closing Date. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered entered, promulgated or endorsed by or in any court or governmental authority Governmental Entity of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which that prohibits the consummation of any of the transactions contemplated by this Agreementthe Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and Warrants to the Buyer Investors at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived in writing by the Company at any time in its sole discretion: i. The Buyer 5.1 All of the Investors shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down 5.2 All of an amount of Securities to be purchased. iii. The Buyer the Investors shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1.2 above. iv. 5.3 The representations and warranties of all of the Buyer Investors shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and all of the Buyer Investors shall have performed performed, satisfied 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 Buyer Investors at or prior to each the Closing Date. v. 5.4 No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. 5.5 The Company shall have consummated the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated on or about October 10, 2002 by and among the Company, STI Acquisition, Inc. and Conductus, Inc. (the "Merger"). 5.6 The purchase of the Shares and Warrants by each Investor shall have closed, resulting in gross aggregate proceeds to the Company on the Closing Date of not less than $15,000,000 nor more than $20,000,000.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ----------------------------------------------- the Company hereunder to issue and sell the Shares Notes and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. A. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. B. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. C. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. D. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, 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: i. (a) The applicable Buyer shall have executed this Agreement and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon for the deposit of the shares Common Shares and Warrants which it is purchasing in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. (e) All other Buyers shall have complied with subparagraphs (a), (b) and (c) of this Section 6.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ----------------------------------------------- the Company hereunder to issue transfer and sell the Shares Common Stock to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. A. The Buyer shall have executed this Agreement Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. B. The Buyer shall have delivered to the Purchase Price upon Company the deposit Promissory Note marked paid in accordance with Section 1(b) above. C. The Buyer shall have delivered to the Company a duly executed release of the shares in Buyer’s brokerage accountSecurity Agreement, Pledge Agreement and Financing Statement. iv. D. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. E. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. 7.1 The obligation of the Company hereunder to issue and sell the Common Shares to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, 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 discretiondiscretion by providing Buyer with prior written notice thereof: i. (a) The Buyer Company Stockholder Approval shall have been obtained. (b) No Law shall have been enacted, entered, promulgated or endorsed by any Governmental Body that prohibits or materially and adversely affects any of the transactions contemplated by this Agreement. (c) ▇▇▇▇▇ shall have executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The (d) Buyer shall have delivered to the Company the Purchase Price upon Price, for the deposit of Common Shares being purchased by Buyer at the shares Closing in Buyer’s brokerage accountaccordance with Section 2.2 and Section 2.4. iv. (e) Buyer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer at or prior the Closing Date. (f) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though 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 the Buyer . (g) The Company shall have performed received a certificate, satisfied and complied in all material respects with executed on behalf of ▇▇▇▇▇, dated as of the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to each Closing Date. v. No litigation, statute, rule, regulation , executive order, decree, ruling or injunction shall to the effect that the conditions set forth in Sections 7.1(e) and 7.1(f) 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 this Agreementsatisfied.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and 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 the Buyer at or prior to each Closing Date. v. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Units to the Buyer at each Closing a Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. The Buyer a. Each Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer b. Each Purchaser shall have delivered the Purchase Price upon for the deposit of the shares Units in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer each Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer such Purchaser shall have performed performed, satisfied 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 Buyer such Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer Purchaser at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions; provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:. i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered to the Purchase Price upon Company the deposit of the shares Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. The Buyer a. All Buyers shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer b. All Buyers shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Amendment shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Colorado. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto, provided provided, that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: i. (a) The Buyer shall have executed this Agreement and delivered the same to the Company. ii. (b) The Seller Buyer shall have requested a draw down of an amount of Securities executed the Sponsor Letter Agreement and delivered the same to be purchasedthe Company. iii. (c) The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (d) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (e) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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: i. The the Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and 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 the Buyer at or prior to each Closing Date. v. No litigation, statute, rule, regulation , executive order, decree, ruling or injunction shall have been enacted, entered , injunctionshallhavebeenenacted,entered,promulgated or endorsed by or in any orendorsedbyorinany 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures to the Buyer at each the Closing is subject to the satisfaction, at or before each Closing Date satisfaction of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement the Transaction Documents requiring Buyer’s signature, and delivered the same to the CompanyBuyer. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) and 1 (c) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 herein which prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the CompanyCompany and the purchase price from all the Buyers shall aggregate at least $4,500,000. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Amendment shall have been filed with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of New York and a file-stamped copy thereof certified by such Secretary of State shall have been returned to the Company. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Debentures, Warrants and Additional Shares to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Pledge and Escrow Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Stock Shares to the Buyer Purchaser at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions theretoconditions, 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: i. (a) The Buyer Purchaser shall have executed this Agreement, the Voting Agreement and the Escrow Agreement and delivered the same to the Company. ii. (b) The Seller Purchaser shall have requested a draw down sent by wire transfer $49,500 on or before January 23, 2014 to an account provided by the Seller to the Purchaser in writing and the remainder of an amount of Securities to be purchasedthe Aggregate Purchase Price on or before March 7, 2014. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. (c) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)respects, and the Buyer Purchaser shall have performed performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Buyer Purchaser at or prior to each Closing Datethe Closing. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this AgreementAgreement and the other Transaction Documents.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement Agreement, the Registration Rights Agreement, the Security Agreement, and the Intellectual Property Security Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to a Purchaser at the Buyer at each Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares such Purchaser’s Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Delaware. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Note to the Buyer at each Purchaser, on the Initial Closing Date, is subject to the satisfaction, at or before each the Initial Closing Date Date, of each of the following conditions 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: i. (a) The Buyer Purchaser shall have executed this Agreement and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares Initial Tranche in Buyer’s brokerage accountaccordance with Sections 1.1, 1.3 and 2.2(a) above. iv. (c) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Initial Closing Date Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Initial Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Notes and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement, the Real Property Security Agreement and the Subsidiary Security Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(c) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Series A Preferred to the each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. The a. Each Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The b. Each Buyer shall have delivered her, his or its applicable portion of the Purchase Price upon the deposit Consideration in accordance with Section 1(b) above. c. Each of the shares in Buyer’s brokerage accountBuyers shall have delivered to the Company a copy of their respective Convertible Notes tendered pursuant to this Agreement marked “CANCELLED”. iv. d. The representations and warranties of the each Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the each Buyer shall have performed performed, satisfied 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 each Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Notes and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. e. At or prior to the Closing, the Company shall have closed the acquisition of the capital stock of Solana Technologies, Inc. as contemplated by the STI Agreement. f. The Buyers and the Company shall have closed the transactions contemplated by the Exchange Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Articles of Amendment shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Florida. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Delaware. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the same to the CompanyCompany and the Escrow Agent. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon to the deposit Escrow Agent in accordance with Section 1(b) above, and an aggregate Purchase Price of at least $15,000,000 shall have been received by the Escrow Agent. c. The Certificate of Designation shall have been filed with the Secretary of State of the shares in Buyer’s brokerage accountState of Massachusetts. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which representations and warranties shall be correct as of such date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares and the Warrants to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. a. The Buyer Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debenture and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The Buyer shall have executed this Agreement each of the Transaction Documents, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. (b) The Buyer shall have delivered the applicable Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the applicable Closing Date as though 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 date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Determination shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of California. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the Buyer Purchaser at each the Closing is subject to the satisfaction, at on or before each the Closing Date Date, of each of the following conditions 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: i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon for the deposit of the shares Preferred Shares and Warrants in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Notes and Warrants to the Buyer Purchaser at each Closing Closing, is subject to the satisfaction, at or before each as of the date of any such Closing Date and with respect to the Purchaser, of each of the following conditions 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: i. (i) The Buyer Purchaser shall have executed and delivered the signature page to this Agreement and delivered the same Registration Rights Agreement; (ii) The Purchaser shall have wired the Borrowing Request amount to the account designated by the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. (iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. ) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer applicable Purchaser at or prior to each Closing DateClosing. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Florida. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and the Warrants to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and Warrants to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. b. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 in all material respects as of the date when made), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and Warrants to the Buyer Investors at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, provided that these conditions are for the Company's sole benefit and may be waived in writing by the Company at any time in its sole discretion: i. The Buyer 5.1 All of the Investors shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down 5.2 All of an amount of Securities to be purchased. iii. The Buyer the Investors shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1.2 above. iv. 5.3 The representations and warranties of all of the Buyer Investors shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and all of the Buyer Investors shall have performed performed, satisfied 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 Buyer Investors at or prior to each the Closing Date. v. 5.4 No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Units to each of the Buyer Purchasers at each Closing is subject to the satisfaction, at or before each Closing Date the date and time of such Closing, of each of the following conditions 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:. i. (i) The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (ii. ) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (iii) The representations and warranties of the Buyer Purchasers shall be true and correct in all material respects as of the date when made and as of each the date and time of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Purchasers shall have performed performed, satisfied 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 Buyer Purchasers at or prior to each Closing Datesuch Closing. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Shares and Warrants to the each Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions theretoconditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyers with prior written notice thereof: i. The a. Each Buyer and the Other Purchasers shall have executed this Agreement each of the Transaction Documents to which it is a party and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. b. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. c. The Buyer and the Other Purchasers shall have delivered to the Company such other documents relating to the transactions as are contemplated by this Agreement. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered entered, promulgated or endorsed issued 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 by, or materially and adversely affect the rights and/or obligations of the Company arising under this Agreement. e. The Closing shall occur on or prior to September 28, 2001. f. The Company has received executed Securities Purchase Agreements for the purchase of Units from each Buyer and the Other Purchasers who have agreed to purchase an aggregate of at least $10 million of the Units.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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:; i. The the Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and date),and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each Closing Date. v. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and Warrants to the Buyer Purchaser at each the Closing hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions thereto(provided, provided however, that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:): i. a. The Buyer Purchaser shall have executed the signature page to this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered to the Purchase Price upon Company the deposit of the shares Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. e. Company and the Purchaser have entered into the Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares and Warrants to the Buyer at each Closing a Purchaser hereunder is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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:. i. a. The Buyer applicable Purchaser shall have executed the signature page to this Agreement, the Registration Rights Agreement and the Escrow Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares such Purchaser’s Tranche A Investment Amount in Buyer’s brokerage accountaccordance with Section 2(b) above. iv. c. The applicable Purchaser shall have delivered to the Company a duly executed Note as provided in Section 2(b) above. d. The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)correct, and the Buyer applicable Purchaser shall have performed performed, satisfied 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 Buyer at or prior to each Closing Dateapplicable Purchaser. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling ruling, injunction, action, proceeding or injunction interpretation shall have been enacted, entered entered, promulgated promulgated, endorsed or endorsed adopted by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Notes and Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company.. DMEAST #9432371 v1 18 ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to Securities at the Buyer at each Closing is subject to the satisfactionsatisfaction or waiver, at on or before each the Closing Date Date, of each of the following conditions 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 discretionconditions: i. a. The Buyer parties shall have executed this Agreement and the Warrant Agreement the parties shall have delivered the same to the Companyrespective documents or signature pages thereof (via facsimile or otherwise). ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. b. The Buyer shall have delivered to the Company the Purchase Price upon for the deposit Securities purchased at the Closing, by wire transfer of immediately available funds pursuant to the shares in Buyer’s brokerage accountwiring instructions provided by the Company. iv. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-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 AgreementAgreement and the related documentation referred to herein, and the transactions contemplated hereby and thereby.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and the Warrants to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The Certificate of Designation shall have been accepted for filing with the Secretary of State of Delaware. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares to the Buyer at each Closing is subject to the satisfaction, at or before each Closing Date of each of the following conditions 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: i. The Buyer shall have executed this Agreement and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage account. iv. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each Closing Date. v. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the ---------------------------------------------- Company hereunder to issue and sell exchange the Series B Preferred Shares to for the Buyer Series C Preferred Shares at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. a. The Buyer Holder shall have executed this Agreement and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Holder shall have delivered the Purchase Price upon Series B Preferred Shares in accordance with Section 1 above. c. The Series C Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Delaware. iv. d. The representations and warranties of the Buyer Holder as set forth in this Agreement and the Subscription Agreement shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer Holder shall have performed performed, satisfied 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 Buyer Holder at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Common Stock and Warrants to the Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions 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: i. A. The Buyer shall have delivered a completed and signed Accredited Investor Questionnaire and Representation Agreement to the Company. B. The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. C. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. D. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. E. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Debentures and the Warrants to the Buyer at each Closing Purchaser hereunder is subject to the satisfaction, at or before each the appropriate Closing Date Date, of each of the following conditions 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. a. With respect to each Closing Date: i. (i) The Buyer Purchaser shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to the Company. (ii. ) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer Purchaser shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (iii) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each such Closing Date as though 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 date), and the Buyer Purchaser shall have performed performed, satisfied 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 Buyer Purchaser at or prior to each such Closing Date. v. (iv) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The Upon the delivery by the Company of a Notice of Issuance in accordance with Section 1(b), the obligation of the Company hereunder to issue and sell the Shares to the Buyer PIK Preferred Stock at each Closing is subject to the satisfaction, at or before each on the related Closing Date Date, of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon the deposit of the shares purchase price in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. c. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Initial Closing Date or Second Closing, as the case may be, as though made at that time (except for representations and warranties that speak as of a specific date), and the applicable Buyer shall in all material respects have performed performed, satisfied 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 applicable Buyer at or prior to each Closing Datethe relevant Closing. v. d. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Common Stock Shares and Warrants to a Purchaser at the Buyer at each Closing is subject to the satisfaction, at or before each the Closing Date of each of the following conditions theretoconditions, 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: i. (a) The Buyer applicable Purchaser shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer applicable Purchaser shall have delivered the Purchase Price upon the deposit of the shares Subscription Amount in Buyer’s brokerage accountaccordance with Section 1(c) above. iv. (c) The representations and warranties of the Buyer applicable Purchaser shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)respects, and the Buyer applicable Purchaser shall have performed performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement and the other Transaction Documents to be performed, satisfied or complied with by the Buyer applicable Purchaser at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this AgreementAgreement and the other Transaction Documents. (e) The Company shall have received gross proceeds from the sale of the Shares and Warrants as contemplated hereby of at least Ten Million Dollars ($10,000,000).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Shares Units to the a Buyer at each the Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. (a) The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. (b) The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon for the deposit of the shares Units which it is purchasing in Buyer’s brokerage accountaccordance with Section 1(b) above. iv. (c) The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares to the Buyer at each the Closing is subject to the satisfactionsatisfaction (or waiver), at on or before each the Closing Date Date, of each of the following conditions 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 discretiondiscretion by prior delivery of written notice of such waiver to the Buyer: i. A. The Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. B. The Buyer shall have delivered the Purchase Price upon the deposit of the shares in Buyer’s brokerage accountaccordance with Section 1(B) above. iv. C. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific particular date and in such case shall be true and correct as of that particular date), and the Buyer shall have performed performed, satisfied 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 Buyer at or prior to each the Closing Date. v. D. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Preferred Shares and Warrants to the a Buyer at each Closing is subject to the satisfaction, at or before each the Closing Date Date, of each of the following conditions 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: i. a. The applicable Buyer shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Company. ii. b. The Seller shall have requested a draw down of an amount of Securities to be purchased. iii. The applicable Buyer shall have delivered the Purchase Price upon in accordance with Section 1(b) above. c. The Certificate of Designation shall have been accepted for filing with the deposit Secretary of State of the shares in Buyer’s brokerage accountState of Delaware. iv. d. The representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though 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 date), and the applicable Buyer shall have performed performed, satisfied 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 applicable Buyer at or prior to each the Closing Date. v. e. No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 this Agreement. f. The Company shall have received from Oppe▇▇▇▇▇▇▇ ▇▇▇ds, Inc. and J. Rodn▇▇ ▇▇▇▇▇▇ ▇▇▇vers of rights of first refusal granted to such parties under the Investor Rights Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of ---------------------------------------------- the Company hereunder to issue and sell the Shares Purchased Securities to the Buyer Purchaser at each the Closing is subject to the satisfaction, at or before each Closing Date as of the date of such Closing, of each of the following conditions 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: i. (a) The Buyer Purchaser shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company. ii. (b) The Seller Purchaser shall have requested a draw down of an amount of Securities to be purchased. iii. The Buyer shall have delivered deliver the Purchase Price upon in immediately available funds for the deposit Shares of Series A Preferred Stock and the shares in Buyer’s brokerage accountCommon Stock Warrant. iv. (c) The representations and warranties of the Buyer Purchaser shall be true and correct in all material respects as of the date when made and as of each the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date)time, and the Buyer each Purchaser shall have performed 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 the Buyer Purchaser at or prior to each Closing Datethe Closing. v. (d) No litigation, statute, rule, regulation regulation, executive order, decree, ruling or injunction shall have been enacted, entered 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 restricts or prohibits the consummation of any of the transactions contemplated by this Agreement.