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

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Note and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Units to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, satisfaction of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts Units to be purchased at Closing (minus the fees and expenses as set forth next to each Buyer as outlined on Schedule I attached hereto and herein which shall be paid directly at the Escrow Agent shall have delivered the net proceeds to the Company Closing) by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Buyer. (e) The Company shall arrange for an intercompany loan of the proceeds of the Units to its wholly owned subsidiary Weifang Xinsheng Food Co., Ltd. in China. The intercompany loan and its repayment along with interest shall be registered with China’s State Administration of Foreign Exchange by the Company and its subsidiary prior to Closing or shortly thereafter. (f) The Company shall have executed such other documents as are reasonably required by the Buyer.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property and Pledged Collateral as detailed Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC - 1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement Agreement, and the Irrevocable Transfer Agent Instructions Instructions, and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. United States funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Secured Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Secured Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Special Warrants and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of Magnetar Capital Master Fund, Ltd, the amount withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Special Warrants and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes to the Buyer(s) Buyers at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each The Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement (by signing the Buyer’s Omnibus Signature Page hereto) and completed and executed the Accredited Investor Certification, the Investor Profile and the Irrevocable Transfer Agent Instructions Anti-Money Laundering Information Form and delivered the same them to the Company. (b) The Buyer(s) Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures its Notes in respective amounts as the amount set forth next to each Buyer as outlined on Schedule I attached the Buyer’s Omnibus Signature Page hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) Buyer contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to Debentures, the Buyer(s) Warrants, the Stock and the Sigma Stock at the Closings applicable Closing is subject to the satisfaction, at or before the date of the applicable Closing Datesas described herein, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer a. The parties shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Escrow Agreement, and the parties shall have delivered the same respective documents or signature pages thereof (via facsimile or otherwise as permitted in the Escrow Agreement) to the CompanyEscrow Agent on behalf of each other. (b) b. The Buyer(s) Buyer shall have delivered to the Escrow Agent on behalf of the Company the First Closing Purchase Price for Convertible Debentures in respective amounts the First Closing, or the Second Closing Purchase Price for the Second Closing, as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company applicable, by wire transfer of immediately available U.S. funds pursuant to the wire wiring instructions provided by the CompanyEscrow Agent. (c) c. The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the date of the applicable Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) 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(s) Buyer at or prior to the Closing Datesdate of the applicable Closing. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Tranche Note to the Buyer(s) Buyer at the Closings Initial Tranche Closing is subject to the satisfaction, at or before the Initial Tranche Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: (ai) Each the Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) the Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Tranche Note being purchased by the Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Tranche Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Tranche Flow of Funds Letter. (ciii) The the representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Tranche Closing Dates 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 Buyer(s) 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(s) Buyer at or prior to the Initial Tranche Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Tranche Note to the Buyer at the Second Tranche Closing is subject to the satisfaction, at or before the Second Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (i) the Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) the Buyer shall have delivered to the Company the Purchase Price (less the amounts withheld pursuant to Section 4(g)) for the Second Tranche Note being purchased by the Buyer at the Second Tranche Closing by wire transfer of immediately available funds in accordance with the Second Tranche Flow of Funds Letter. (iii) the representations and Pledged Collateral warranties of the Buyer shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of the Second Tranche Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing 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 the Buyer(sSecond Tranche Closing Date. (c) The obligation of the Company hereunder to issue and sell Additional Notes to the Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (i) the Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) the Buyer shall have delivered to the Company the applicable Additional Purchase Price (less the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by the Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) the representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and 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 such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Shares to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Shares being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Shares to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property and Pledged Collateral as detailed Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and Agreement, the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the Incremental Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ab) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bc) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Notes and Incremental Warrants being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter (as defined below). (cd) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g) for Convertible Debentures in respective amounts as set forth next to each the Initial Notes being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Such Buyer shall have duly executed and delivered to the Company a leak-out agreement, in the form attached hereto as Exhibit C (each, a “Leak-Out Agreement”) (b) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Notes being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the applicable Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the applicable Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)applicable Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debenture to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for the Convertible Debentures Debenture in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares and Preferred Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Preferred Shares and the Escrow Agent shall have delivered Preferred Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Business Combination Closing shall have occurred and the Company shall have filed a form UCC-1 with regard to obtained the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Stockholder Approval.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell such applicable Additional Notes to each Buyer at such applicable Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with such applicable Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at a Second Closing is subject to the satisfaction, at or before the applicable Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Second Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (b) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Second Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Second Closing Date. (c) The obligation of the Company hereunder to issue and sell the Third Notes to each Buyer at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Third Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Third Note being purchased by such Buyer at the Third Closing by wire transfer of immediately available funds in accordance with the Third Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Third Closing Date. (d) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property and Pledged Collateral as detailed Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) consummation of the Ignite Asset Transfer, as evidenced by a transfer certificate, in form and substance satisfactory to the Company, executed by the Buyers, the Collateral Agent and the Company (and, if applicable, any Buyer with a Cash Purchase Price shall have delivered to the Escrow Agent the such Cash Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company (and/or any applicable designee) by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter). (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Collateral Agent shall have duly executed and delivered a Leak-Out and Voting Agreement, in the form attached hereto as Exhibit B (the “Leak-Out Agreement”), to the Company. (e) The Ignite Turnover shall have occurred. (f) IMAC shall have delivered to the Company duly executed employment agreements with the individuals listed in Schedule 6(f). (g) IMAC shall have delivered to the Company all such assignments, assumptions and other instruments as the Company may reasonably request to transfer to IMAC, effective as of the Closing, the Material Contracts (as defined herein). (h) Each and every representation and warranty of IMAC in any Transaction Document shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and IMAC shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by IMAC at or prior to the Closing Date (including, without limitation, the consummation of the Ignite Turnover). The Company shall have filed received a form UCC-1 with regard certificate, duly executed by the Chief Executive Officer of IMAC, dated as of the Closing Date, to the Pledged Property foregoing effect and Pledged Collateral as detailed to such other matters as may be reasonably requested by the Company in the Security Agreement dated the date hereof and provided proof of such filing form acceptable to the Buyer(sCompany (the “IMAC Officer’s Certificate”). (i) IMAC shall have delivered to the Company the financial statements and pro forma financial information of IMAC as are required to be included in or filed with the Company’s Current Report on Form 8-K pursuant to Regulation S-X (including Rule 3-05, Article 11, and the applicable age of financial statements’ requirements of Rule 3-12). (j) IMAC and the Collateral Agent shall have delivered to the Company such other documents, instruments or certificates relating to the transfer of the Ignite Asset Transfer as the Company or its counsel may reasonably request.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Second Note Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell to Buyer the Convertible Debentures to Initial Note, the Buyer(s) Shares and the Purchase Option at the Initial Closing and the Further Payment Notes or Additional Notes and/or Purchase Option Shares at Subsequent Closings is is, subject to Section 1(b)(ii), subject to the satisfaction, at or before the Initial Closing DatesDate and each Subsequent Closing Date, as applicable, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: (ai) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the CompanyCompany (Initial Closing only). (bii) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company or Intellectual Ventures, as applicable, the Purchase Price for Convertible Debentures in respective amounts the Initial Notes, Further Payment Notes, Additional Notes, or Shares, as set forth next to each applicable, being purchased by Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company applicable Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the applicable Closing Dates 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(s) 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(s) Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) a. Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) b. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) c. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) d. The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Stock to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Preferred Stock being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Preferred Stock to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Preferred Stock being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the applicable Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the applicable Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)applicable Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (bii) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (div) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before each of the Initial Closing DatesDate, Additional Closing Dates and the Final Closing Date, as the case may be, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Notes and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Initial Closing Dates Date, the Additional Closing Date or the Final Closing Date, as the case may be, 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(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate, Additional Closing Date or the Final Closing Date, as the case may be. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) a. Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) b. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) c. The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares to the Buyer(s) Buyers at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(sEach Buyer shall have executed the Escrow Agreement and delivered the same to the Escrow Agent. (c) Each Buyer shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Shares by wire transfer of immediately available U.S. funds pursuant funds. (d) Each Buyer shall have executed the Registration Rights Agreement and delivered the same to the wire instructions provided by the Company. (ce) Each Buyer shall have entered into a stock purchase agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) to purchase the same number of shares of Common Stock as the Buyer is purchasing pursuant to this Agreement at a purchase price of $0.10 per share (the “▇▇▇▇▇▇ Purchase Agreement”), and delivered the same to the Escrow Agent, together with the purchase price for such shares. (f) Each Buyer shall simultaneously close on the transactions contemplated by the ▇▇▇▇▇▇ Purchase Agreement. (g) The representations and warranties of the Buyer(s) each Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) each Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) Company at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Purchased Shares to the Buyer(s) Buyers at the Closings Closing, is subject to the satisfaction, at or before the Closing Dates, Date of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived (in whole or in part) by the Company at any time in its sole discretiondiscretion by providing the Buyers with prior written notice thereof: (ai) All conditions precedent to the Company’s obligation to effect the Prism Acquisition Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of such transaction but subject to the satisfaction or waiver thereof) and the Company shall consummate the closing of such transaction substantially concurrently with the Closing in accordance with the terms of the Prism Merger Agreement. (ii) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same to the Company. (biii) The Buyer(s) Each Buyer shall have delivered to the Escrow Agent the its Aggregate Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company at the Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company, subject to receipt of evidence of issuance referred to in Section 6(a)(ii)(B). (civ) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) Each Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (dv) The Company Each Buyer shall have filed a executed the form UCC-1 with regard to of representation letter in favor of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC in substantially the Pledged Property and Pledged Collateral same form as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)Exhibit B attached hereto.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell such applicable Additional Notes to each Buyer at such applicable Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for such applicable Additional Note being purchased by such Buyer at such applicable Additional Closing by wire transfer of immediately available funds in accordance with such applicable Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing applicable Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such applicable Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of The Riverview Group, LLC, the amounts withheld pursuant to Section 4(f)) for Convertible the Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer and each other Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects (except for covenants, agreements and conditions that are qualified by materiality, which shall be complied with in all respects) with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing Dates. (d) Date. The Company shall have filed received a form UCC-1 with regard certificate, executed by an authorized officer of such Buyer, dated as of the Closing Date, to the Pledged Property and Pledged Collateral as detailed foregoing effect in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s)form attached hereto as Exhibit G-1.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have E-84 delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed defined in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares, the Preferred Warrants and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Preferred Shares, the Preferred Warrants and the Escrow Agent shall have delivered Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(h)) for Convertible Debentures in respective amounts as set forth next to each the Initial Notes being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell Additional Notes to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(h)) for the Additional Notes being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed promptly file, not later than one day following the First Closing, a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Preferred Shares to the Buyer(s) a Buyer at the Closings Closing is subject to the satisfaction, at on or before the Closing Dates, Date of each of the following conditionsconditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by prior delivery of written notice of such waiver to each Buyer: (a) Each A. The applicable Buyer shall have executed this Agreement, the Security Escrow Agreement, dated June 29, 1999, by and between the Escrow Agreement Company and the Investor signatories thereto (the "Escrow Agreement"), and the Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Agreement, and delivered the same to the CompanyShoreline Pacific Institutional Finance, The Institutional Division of Financial West Group ("Shoreline"). (b) B. The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each applicable Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the CompanyPurchase Price in accordance with Section 1(B) above. (c) C. The Certificate of Designation shall have been accepted for filing with the Secretary of State of the State of Delaware. D. The representations and warranties of the Buyer(s) applicable Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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(s) applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) applicable Buyer at or prior to the Closing DatesDate. (d) E. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental 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 filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed received an acknowledgment letter dated June 29, 1999 in the Security Agreement dated form attached hereto as Exhibit D from each Buyer regarding --------- certain transactions the date hereof and provided proof of such filing to the Buyer(s)Company may be contemplating.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Registration Rights Agreement, the Escrow Agreement and the Investor Registration Rights Security Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in the respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) set forth in Section 2 hereof shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have permitted and the Buyer shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures First Closing Shares to the Buyer(s) each Buyer at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the First Closing Purchase Price (less, in the case of any Buyer, the Transaction Fees withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the First Closing Shares being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company First Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFirst Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the First Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the First Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Closing Shares to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer shall have delivered to the Company the Second Closing Purchase Price for the Second Closing Shares being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below). (iii) The representations and Pledged Collateral warranties of such Buyer shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Second Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures an Initial Note to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property and Pledged Collateral as detailed Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Warrants to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: (ai) Each the Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) the Buyer shall have delivered to the Escrow Agent Company the applicable Purchase Price for Convertible Debentures in respective (less the amounts as set forth next withheld pursuant to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Section 4(g)) by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.in accordance with . ​ (ciii) The the representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects, except in the case of representations and warranties already qualified by materiality, of which shall be true and correct in all respects (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 Buyer(s) 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(s) Buyer at or prior to the Closing DatesDate (b) The obligation of the Company hereunder to issue and sell Subsequent Tranche Warrants to the Buyer at a Subsequent Tranche Closing is subject to the satisfaction, at or before each Subsequent Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (i) the Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (dii) The Company the Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the applicable Purchase Price (less the amounts withheld pursuant to Section 4(g)) for such Subsequent Tranche Warrant(s) being purchased by the Buyer at such Subsequent Tranche Closing by wire transfer of immediately available funds. ​ (iii) the representations and Pledged Collateral warranties of the Buyer shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of such filing Subsequent Tranche Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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(s)Buyer at or prior to such Subsequent Tranche Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Common Shares, Warrants and Warrant Preferred Shares to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Common Shares and the Escrow Agent shall have delivered related Warrants (less, in the net proceeds case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Company Warrants and Warrant Preferred Shares being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date, and except for representations and warranties that are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Warrants to the Buyer(s) Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing the Buyer with prior written notice thereof: (ai) Each the Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) the Buyer shall have delivered to the Escrow Agent Company the applicable Purchase Price for Convertible Debentures in respective (less the amounts as set forth next withheld pursuant to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Section 4(g)) by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Companyin accordance with . (ciii) The the representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though originally made at that time except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects, except in the case of representations and warranties already qualified by materiality, of which shall be true and correct in all respects (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 Buyer(s) 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(s) Buyer at or prior to the Closing DatesDate (b) The obligation of the Company hereunder to issue and sell Subsequent Tranche Warrants to the Buyer at a Subsequent Tranche Closing is subject to the satisfaction, at or before each Subsequent Tranche Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (i) the Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (dii) The Company the Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the applicable Purchase Price (less the amounts withheld pursuant to Section 4(g)) for such Subsequent Tranche Warrant(s) being purchased by the Buyer at such Subsequent Tranche Closing by wire transfer of immediately available funds. (iii) the representations and Pledged Collateral warranties of the Buyer shall be true and correct in all material respects as detailed in the Security Agreement dated of the date hereof when made and provided proof as of such filing Subsequent Tranche Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the 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(s)Buyer at or prior to such Subsequent Tranche Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed defined in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. a. The obligation of the Company hereunder to issue and sell the Convertible Debentures Debentures, the Additional Investment Rights, the Common Shares and the Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company the Purchase Price purchase price (less any amounts withheld pursuant to Section 4(k)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Debentures, the Additional Investment Rights, the Common Shares and the Escrow Agent shall have delivered Warrants being purchased by such Buyer at the net proceeds to the Company Closing, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 2 above, in which case such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date (which shall be true and correct as of such date)), and the Buyer(s) such Buyer shall have performed, satisfied and complied with in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings First Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (ai) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (bii) The Buyer(s) shall have delivered to the Escrow Agent Company the Purchase Price for the Convertible Debentures and Warrants issued in the First Closing in the respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and hereto, minus any fees to be paid directly from the Escrow Agent shall have delivered proceeds of the net proceeds to the Company First Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the First Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the First Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Each Buyer shall have executed the Transaction Documents and delivered them to the Company. (ii) The Company shall have filed a form UCC-1 with regard received approval from its stockholders of an amendment to the Pledged Property Company’s Certificate of Incorporation authorizing at least that number of additional shares as is required for the Company to create the Second Closing Share Reserve. (iii) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible Debentures and Pledged Collateral as detailed Warrants issued in the Security Agreement dated Second Closing in the respective amounts as set forth next to each Buyer on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Second Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Second Closing Date. (v) The issuance of the Securities by the Company to the Buyer(s) at the Second Closing will not result in such Buyers (in the aggregate or together with other Persons with whom such Buyers have identified, or will have identified, themselves as part of a “group” in a public filing made with the SEC involving the Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction basis that assumes that the First Closing and the Second Closing shall have occurred. (c) The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Third Closing is subject to the satisfaction, at or before the Third Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: (i) Each Buyer shall have executed the Transaction Documents and delivered them to the Company. (ii) The Company shall have received approval from its stockholders of an amendment to the Company’s Certificate of Incorporation authorizing at least that number of additional shares as is required for the Company to create the Second Closing Share Reserve and the Third Closing Share Reserve. (iii) The Buyer(s) shall have delivered to the Company the Purchase Price for the Convertible Debentures and Warrants issued in the Third Closing in the respective amounts as set forth next to each Buyer on Schedule I attached hereto, minus any fees to be paid directly from the proceeds the Third Closing as set forth herein, by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iv) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Third Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Third Closing Date. (v) The issuance of the Securities by the Company to the Buyer(s) at the Third Closing will not result in such Buyers (in the aggregate or together with other Persons with whom such Buyers have identified, or will have identified, themselves as part of a “group” in a public filing made with the SEC involving the Company’s securities) acquiring, or obtaining the right to acquire, in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction basis that assumes that the First Closing, the Second Closing and the Third Closing shall have occurred.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Purchased Common Shares to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent Company the Purchase Price for Convertible Debentures in respective amounts as set forth next to each the Initial Purchased Common Shares being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (ciii) Such Buyer shall have delivered to the Company a lock-up agreement in the form attached hereto as Exhibit B (each a “Buyer Lock-Up Agreement”). (iv) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Additional Purchased Common Shares to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed a form UCC-1 with regard delivered to the Pledged Property Company the Purchase Price for the Additional Purchased Common Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) The representations and Pledged Collateral warranties of such Buyer shall be true and correct as detailed in the Security Agreement dated of the date hereof when made and provided proof as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such filing specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(s)Additional Closing Date. (iii) The Initial Closing has occurred pursuant to the terms of this Agreement.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Registration Rights Agreement, the Security Agreement, the Pledge Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and the related Initial Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Note and the Escrow Agent shall have delivered related Initial Warrants being purchased by such Buyer at the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Such Buyer shall have duly executed and delivered to the Company a leak-out agreement, in the form attached hereto as Exhibit F (each, a “Leak-Out Agreement”) (b) The obligation of the Company hereunder to issue and sell Additional Notes and related Additional Warrants to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note and Additional Warrants being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes and related Initial Warrants to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company (and/or canceled Indebtedness of the Company in satisfaction of, as applicable) the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures the Initial Notes and related Initial Warrants being purchased by such Buyer at the Initial Closing and, to the extent all, or any part, of any such Buyer’s Initial Purchase Price is being satisfied in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent cash, such portion shall have delivered the net proceeds to the Company been satisfied in cash by wire transfer of immediately available U.S. funds pursuant to funds, in accordance with the wire instructions provided by the Companyapplicable Initial Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the applicable Additional Notes and the applicable related Additional Warrants to each Lead Buyer at any Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Lead Buyer with prior written notice thereof: (i) Such Lead Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Lead Buyer and Pledged Collateral each other Lead Buyer shall have paid or delivered to the Company such applicable Additional Closing Consideration (and/or canceled Indebtedness of the Company included in such Additional Closing Consideration, as detailed applicable) with respect to such Additional Closing in satisfaction of its respective applicable Additional Purchase Price (less, in the Security Agreement dated case of any Lead Buyer, the amounts withheld pursuant to Section 4(g)) for such Additional Notes and the related Additional Warrants being purchased by such Lead Buyer at such applicable Additional Closing and, to the extent all, or any part, of any such Lead Buyer’s Additional Purchase Price is being satisfied in cash, such portion shall have been satisfied in cash by wire transfer of immediately available funds, in accordance with the applicable Additional Flow of Funds Letter. (iii) The representations and warranties of such Lead Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing applicable Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Lead Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Lead Buyer at or prior to such applicable Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings is subject to the satisfaction, at or before the Closing Dates, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing Dates. (d) The Company shall have filed a form UCC-1 UCC –1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Notes and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer shall have delivered to the Escrow Agent the (A) 42.857% of its Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company (less, in the case of ▇▇▇▇▇▇ Bay, the amounts withheld pursuant to Section 4(g)), for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the CompanyCompany and (B) 57.143% of the Purchase Price to the Control Account for the Notes and the related Warrants being purchased by such Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in the Deposit Account Control Agreement, such Purchase Price to be held and released by the Bank in accordance with and pursuant to the terms and conditions of the Deposit Account Control Agreement. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Note and the Second Note to Buyer on the Buyer(s) at Initial Closing Date and the Closings Second Closing Date, respectively, is subject to the satisfaction, at or before the Closing Dateseach such applicable Closing, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing Buyer with prior written notice thereof: (ai) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Buyer shall have delivered to the Escrow Agent Company (A) the Initial Purchase Price (less, in the case of Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing Date by wire transfer of immediately available U.S. funds in accordance with the applicable Flow of Funds Letter and (B) the Second Purchase Price (less, in the case of Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by Buyer on the Second Closing Date by wire instructions provided by transfer of immediately available funds in accordance with the Companyapplicable Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) Buyer shall be true and correct in all material respects as of the date when made and as of the each Closing Dates as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Buyer(s) 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(s) Buyer at or prior to the Closing Datessuch Closing. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the First Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 UCC -1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Second Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Each Buyer shall have duly executed and delivered to the Company the leak-out agreement in the form attached hereto as Exhibit B (the “Leak-Out Agreement”). (b) The obligation of the Company hereunder to issue and sell such applicable Additional Notes to each Buyer at such Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Additional Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with such applicable Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak a of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Preferred Shares, the Preferred Warrants, and the Common Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g) and/or cancellation of such aggregate outstanding principal and accrued interest on such Purchase Price Cancellation Notes) for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Initial Preferred Shares, the Preferred Warrant, and the Escrow Agent shall have delivered Common Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyFlow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. (div) The Company Buyers with an aggregate Purchase Price of at least $2 million shall have filed executed this Agreement (and/or a form UCC-1 with regard joinder to this Agreement, duly authorized by a written agreement of the Pledged Property Company and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(sRequired Holders).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (div) Such Buyer shall have duly executed and delivered to the Company a leak-out agreement, in the form attached hereto as Exhibit B (each, a “Leak-Out Agreement”). (b) The obligation of the Company hereunder to issue and sell an Additional Note to each Buyer at the applicable Additional Closing is subject to the satisfaction, at or before such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the Security Agreement dated case of such Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at such Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of such filing Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to the Buyer(s)be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Initial Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter (as defined below). (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Second Note Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(g)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with such Buyer at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell an Additional Note to an applicable Buyer at an Additional Closing is subject to the satisfaction, at or before such applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing such applicable Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer shall have delivered to the Company the Additional Purchase Price (less, in the case of such Buyer, the amounts withheld pursuant to Section 4(g)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter (as defined below). (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Series A Preferred Shares to the Buyer(s) at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions and delivered the same to the Company. (b) The Certificate of Determination shall have been filed with the Secretary of State of the State of California. (c) The Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for Convertible Debentures the Series A Preferred Shares in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Escrow Agent shall have delivered the net proceeds such funds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (cd) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. (a) The obligation of the Company hereunder to issue and sell the Convertible Debentures Initial Notes to the Buyer(s) each Buyer at the Closings Initial Closing is subject to the satisfaction, at or before the Initial Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's ’s sole benefit and may be waived by the Company at any time in its sole discretiondiscretion by providing each Buyer with prior written notice thereof: (ai) Each Such Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions other Transaction Documents to which it is a party and delivered the same to the Company. (bii) The Buyer(s) Such Buyer and each other Buyer shall have delivered to the Escrow Agent Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for Convertible Debentures in respective amounts as set forth next to each the Initial Note being purchased by such Buyer as outlined on Schedule I attached hereto and at the Escrow Agent shall have delivered the net proceeds to the Company Initial Closing by wire transfer of immediately available U.S. funds pursuant to in accordance with the wire instructions provided by the CompanyInitial Flow of Funds Letter. (ciii) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects as of the date when made and as of the Initial Closing Dates 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 Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Initial Closing DatesDate. (db) The obligation of the Company hereunder to issue and sell the Second Notes to each Buyer at the Second Closing is subject to the satisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have filed executed each of the other Transaction Documents to which it is a form UCC-1 with regard party and delivered the same to the Pledged Property Company. (ii) Such Buyer and Pledged Collateral as detailed each other Buyer shall have delivered to the Company the Purchase Price (less, in the Security Agreement dated case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Second Note being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Second Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date hereof when made and provided proof as of the Second 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 filing specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Buyer(sSecond Closing Date. (c) The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company. (ii) Such Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) for the Additional Note being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds in accordance with the Additional Flow of Funds Letter. (iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures and the Warrant to the Buyer(s) at the Closings each Closing is subject to the satisfaction, at or before the respective Closing DatesDate, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (a) Each Buyer shall have executed this Agreement, the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents and delivered the same them to the Company. (b) The Buyer(s) shall have delivered to the Escrow Agent the portion of the Purchase Price for relating to the Convertible Debentures to be issued on that date in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto and the Warrant and the Escrow Agent shall have delivered the net proceeds of that Closing to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (c) The representations and warranties of the Buyer(s) shall be true and correct in all material respects as of the date when made and as of the respective Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer(s) shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) at or prior to the respective Closing DatesDate. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Convertible Debentures Shares and the related Warrants to the Buyer(s) each Buyer at the Closings Closing is subject to the satisfaction, at or before the Closing DatesDate, of each of the following conditions, reasonably satisfactory to the Company, provided that these conditions are for the Company's sole ’s benefit and may be waived by the Company at any time in its their sole discretiondiscretion by providing each Buyer with prior written notice thereof: (a) Each Buyer shall have executed this Agreement, each of the Security Agreement, the Escrow Agreement and the Investor Registration Rights Agreement and the Irrevocable Transfer Agent Instructions Transaction Documents to which it is a party and delivered the same to the Company. (b) The Buyer(s) Each Buyer shall have delivered to the Escrow Agent (as defined in the Escrow Agreement) the Purchase Price for Convertible Debentures in respective amounts as set forth next to each Buyer as outlined on Schedule I attached hereto the Shares and the Escrow Agent shall have delivered related Warrants being purchased by such Buyer at the net proceeds to the Company Closing by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by under the CompanyEscrow Agreement. (c) The representations and warranties of the Buyer(s) such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Dates Date as though made at that time (except for representations and warranties that speak as of a specific date, each of which shall be true and correct as of such date), and the Buyer(s) such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer(s) such Buyer at or prior to the Closing DatesDate. For clarification purposes only, the conditions set forth in each of the subsections of this Section 6, including, but not limited to, Sections 6(a) and (b), must be satisfied in all respects, or waived as provided for in this Section 6. (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer(s).