Common use of Conditions to the Purchasers’ Obligation Clause in Contracts

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company AOI and EDOC, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate purchase and pay for the third Closing is Initial Shares shall be subject to the satisfaction (or waiver in writing by the Purchaser) on or before prior to the Third Initial Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:. (iA) each of the The representations and warranties of the Company, AOI and EDOC contained in this Agreement SECTION 3 shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third the Initial Closing Date (except where such representations Date, and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, the covenants and agreements of the Company, AOI and EDOC required contained herein to be performed hereunder at by the Company on or prior to the Third Initial Closing Date shall have been performed;performed in all material respects on or prior to the Initial Closing Date. (iiiB) The Company shall have entered into, or be entering into concurrently herewith, the License Agreement. (C) The Company shall have delivered or caused to be delivered each of the items set forth Purchaser the following documents: (1) a certificate signed by the Company's Chief Executive Officer, dated the Initial Closing Date, certifying that the conditions specified in Section 2.4(a)SECTION 2(d)(i)(A) have been satisfied; (iv2) there certified copies of resolutions duly adopted by the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement, the License Agreement, and the other transactions contemplated hereby and thereby; (3) certified copies of the Certificate of Incorporation and By-laws of the Company, each as in effect on the Initial Closing Date; (4) copies of any third party and governmental consents, approvals and filings required in connection with the consummation of the transactions contemplated hereby. (D) The purchase of the Initial Shares by the Purchaser hereunder, and the performance of the transactions contemplated hereby and by the License Agreement, shall not be prohibited by any applicable law, administrative or governmental rule or regulation or order of a court of competent jurisdiction; and no action, suit or proceeding shall exist or be threatened that would prevent, restrain or condition in any material respect the consummation of the transactions contemplated hereby or by the License Agreement. (E) All material consents and approvals of, or filings with, any third party or Governmental Authority required in connection with the execution and delivery of this Agreement and the License Agreement and the consummation of the transactions contemplated hereby and thereby shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company AOI and EDOC, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Dateobtained.

Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of to purchase the Purchaser to consummate the third Closing is Option Shares shall be subject to the satisfaction on satisfaction, at or before the Third Option Closing Date Date, of each of the following conditions, any of which provided that these conditions are for the Purchaser’s sole benefit and may be waived in writing by the Purchaser at any time in its sole discretion: (i) each receipt of certificates representing the Option Shares; (ii) the representations and warranties of the Company, AOI and EDOC contained Company in this Agreement shall be true true, correct and complete as of the date of this Agreement and the Option Closing Date (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date) and the Company shall have performed, satisfied and complied with in all material respects (orthe covenants, to the extent any representation or warranty is qualified agreements and conditions required by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required this Agreement to be performed hereunder performed, satisfied or complied with by the Company at or prior to the Third Option Closing Date shall have been performedand receipt of a certificate, dated the Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such; (iii) since the Company shall have delivered or caused to be delivered each date of the items most recent financial statements set forth in Section 2.4(a)the Company’s SEC Documents, there shall have been no Material Adverse Effect and receipt of a certificate, dated the Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such; (iv) there shall have been no Company Material Adverse Effectreceipt by the Purchaser of a legal opinion, AOI Material Adverse Effect or EDOC Material Adverse Effect since dated the date hereofOption Closing Date, from counsel to the Company, in form and substance reasonably acceptable to the Purchaser’s counsel; (v) no Event temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of Default (any of the Transaction Documents or the right of the Company or the Purchaser, as such term the case may be, to enter into any Transaction Document to which any of them is defined in a party or prevents or arguably prevents the Debentures) consummation of the transactions contemplated by this Agreement, nor shall any proceeding have occurred been commenced or be continuingthreatened with respect to the foregoing and receipt of a certificate, dated the Option Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying to their knowledge as to such; (vi) from the Purchaser shall have received a certificate later of an officer of (A) the Company AOI and EDOC, dated as of First Closing Date or (B) the Third last preceding Option Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Option Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Option Closing), and, at any time from the later of (A) the First Closing Date or (B) the last preceding Option Closing Date, and prior to the Third Option Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities Preferred Stock at the Third Closing DateOption Closing; and (vii) receipt of such other information, certificates and documents as the Purchaser may reasonably request.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (a) (i) each of the representations and warranties set forth in Article IV and Article V of this Agreement (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification that includes the word "material," "materiality" or "Material Adverse Change" set forth therein) as of the CompanyClosing Date, AOI except (A) to the extent that the failure of such representations and EDOC contained warranties to be true and correct does not constitute a Material Adverse Change, and (B) for those representations and warranties which expressly relate to an earlier date, in this Agreement which case such representations and warranties shall have been true and correct (without giving effect to any limitation or qualification that includes the word "material," "materiality" or "Material Adverse Change" set forth therein) as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change; (ii) the Fundamental Representations (other than the representations and warranties set forth in Section 5.04(a) through (d)) shall be true and correct in all material respects (oras of the Closing Date, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such except for those representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third Closing Date shall have been performed; ; (iii) the Company shall have delivered or caused to be delivered each of the items representations and warranties set forth in Section 2.4(a); 5.04(a) through (d) shall be true and correct in all respects, except for de minimis inaccuracies, as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects, except for de minimis inaccuracies, as of such earlier date; (iv) there shall not have been no Company occurred a Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect Change since the date hereof; (vb) no Event of Default (as such term is defined in the Debentures) Company, the Representative and the Sellers shall have occurred or performed in all material respects all of the covenants and agreements required to be continuing;performed by them under this Agreement prior to the Closing; and (vic) the Purchaser Company shall have received delivered to the Purchaser a certificate of signed by an officer of the Company AOI and EDOCin the form of Exhibit F, dated as of the Third Closing Date, certifying, as to the fulfillment of certifying that the conditions set forth specified in subparagraphs (i), (ii), (iii), (iv), Sections 3.01(a) and (v3.01(b) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Datesatisfied.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the third fifth Closing is subject to the satisfaction on or before the Third Fifth Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser Purchasers in its their sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Fourth Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Fifth Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC Company required to be performed hereunder at or prior to the Third Fifth Closing Date shall have been performed;performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.6(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing;continuing; (vi) the Purchaser Purchasers shall have received a certificate of an officer of the Company AOI and EDOCCompany, dated as of the Third Fifth Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; above; and (vii) from the date hereof to the Third Fourth Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Fifth Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to purchase the Securities at the Third Fifth Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the third fourth Closing is subject to the satisfaction on or before the Third Fourth Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser Purchasers in its their sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Fourth Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Fourth Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC Company required to be performed hereunder at or prior to the Third Fourth Closing Date shall have been performed;performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.5(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing;continuing; (vi) the Purchaser Purchasers shall have received a certificate of an officer of the Company AOI and EDOCCompany, dated as of the Third Fourth Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; above; and (vii) from the date hereof to the Third Fourth Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Fourth Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to purchase the Securities at the Third Fourth Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing transactions contemplated by this Agreement is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (ia) each of the representations and warranties set forth in Article IV and Article V of this Agreement (other than the Company Significant Representations and the Company Major Representations, but including (for clarity) the Company T&E Representations) of this Agreement shall be true and correct as of the Company, AOI and EDOC contained in date of this Agreement and the Closing Date as though made on such date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except (i) to the extent that the failure of such representations and warranties to be true and correct does not constitute a Material Adverse Change and (ii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change); (b) the Company Significant Representations shall be true and correct in all respects other than de minimis inaccuracies as of the date of this Agreement and the Closing Date (disregarding all qualifications or limitations as to “materiality,” “in all material respects” or “Material Adverse Effect” and words of similar import set forth therein), except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all respects other than de minimis inaccuracies as of such earlier date); (c) the Company Major Representations shall be true and correct in all material respects as of the date of this Agreement and the Closing Date (or, disregarding all qualifications or limitations as to the extent any representation “materiality,” “in all material respects” or warranty is qualified by materiality, a Company “Material Adverse Effect” and words of similar import set forth therein), an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such except for those representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties which expressly relate to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (iid) the Company and the Seller shall have performed in all obligations, material respects all of the covenants and agreements of the Company, AOI and EDOC required to be performed hereunder by them under this Agreement at or prior to the Third Closing Date shall have been performedClosing; (iiie) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of signed by an officer of the Company AOI and EDOCin the form of Exhibit C, dated as of the Third Closing Date, certifyingcertifying that the conditions specified in Sections 3.01(a), as to 3.01(b), 3.01(c) and 3.01(d) have been satisfied; (f) no claim shall be pending before any court, Governmental Body or arbitrator, which, if successful, would enjoin, restrain, or prohibit the fulfillment consummation of the transactions contemplated by this Agreement; and (g) there shall not have occurred a Material Adverse Change since the date of this Agreement. If the Closing occurs, all closing conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from this Section 3.01 which have not been fully satisfied as of the date hereof Closing shall be deemed to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended waived by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any conditions as of which may be waived in writing by immediately prior to the Purchaser in its sole discretionClosing: (a) (i) each of the representations and warranties set forth in Article IV and Article V of the Company, AOI and EDOC contained in this Agreement other than the Company Fundamental Representations and Section 5.07(b) (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” set forth therein) shall be true and correct in all material respects as of the Closing as though made as of such time (or, except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and speak as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been be true and correct as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct has not had a Material Adverse Effect, (ii) each of the Company Fundamental Representations shall be true and correct in all respects as of the Closing (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), except to the extent that the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis damages to the Purchaser Parties and (iii) Section 5.07(b) shall be true and correct in all respects as of the Closing; (iib) the Company and the Seller shall have performed in all obligations, material respects all of the covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or by them under this Agreement prior to the Third Closing Date shall have been performedClosing; (iiic) the Company and the Seller shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of signed by an officer of the Company AOI and EDOCor the Seller, as applicable, dated as of the Third Closing Date, certifying, as to the fulfillment of certifying that the conditions set forth specified in subparagraphs Sections 3.01(a) and 3.01(b) have been satisfied; (i)d) the Seller shall have delivered, (ii)or be ready, (iii)willing and able to deliver, (iv), all agreements instruments and (v) abovedocuments required to be delivered by Seller or the Company pursuant to Section 2.03; and (viie) from the date hereof Seller shall have delivered to the Third Closing Date, trading in Purchaser the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment unaudited income statement of the PurchaserCompany Group for the nine (9) months ended September 30, makes it impracticable or inadvisable to purchase 2024 (the Securities at “Q3 2024 Financial Statements”) and the Third Closing DateQ3 2024 Financial Statements shall evidence an asset level EBITDA of no less than $41,000,000, which shall be calculated in accordance with the Accounting Principles and include only the specific line items set forth on Schedule 3.01(e).

Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of the Purchaser to consummate the third transactions to be performed by it in connection with the Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any conditions (it being understood that each such condition is solely for the benefit of which the Purchaser and may be waived in writing by the Purchaser in its sole discretion:Purchaser, without notice, liability or obligation of any Person): (ia) each of the representations and warranties of the Company, AOI and EDOC contained Seller set forth in this Agreement Article III above shall be true and correct in all material respects (orat and as of the Agreement Date and as of the Closing Date, except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though that such representations and warranties had been made on and as are qualified by a standard of such Third Closing Date (except where such representations and warranties expressly relate to an earlier datemateriality, in which case such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such earlier date); (iib) the Seller and each Shareholder shall have performed and complied with all obligations, of its or his covenants and agreements of in the Company, AOI and EDOC Transaction Documents in all material respects required to be performed hereunder at on or prior to the Third Closing Date shall have been performedClosing; (iiic) the Company Seller shall have delivered or caused to be delivered the Purchaser a certificate to the effect that each of the items set forth conditions specified above in Section 2.4(a)Sections 6.2(a) and (b) is satisfied in all respects; (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vid) the Purchaser shall have received each of the closing deliveries of the Seller and the Shareholders set forth in Section 2.6, executed by the Shareholders and on behalf of the Seller by a certificate of an duly authorized officer of the Company AOI Seller (as applicable); (e) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Business or the Acquired Assets; (f) the Seller will have obtained and EDOCdelivered to the Purchaser all Consents, dated as waivers and approvals, other than the Customer Consents, from Governmental Entities and third parties necessary to effect the assignment and transfer to the Purchaser of the Third Closing Date, certifying, as Acquired Assets free and clear of all Liens; (g) the Products are in material compliance with all applicable regulatory requirements and qualifications; (h) the Seller shall have delivered to the fulfillment Purchaser copies of the conditions set forth in subparagraphs Seller’s the Articles of Incorporation certified by the Secretary of State California; (i), ) the Seller shall have delivered to the Purchaser copies of the certificate of good standing of the Seller issued by the Secretary of State (ii), (iii), (iv), or comparable officer) of California and (v) aboveof each jurisdiction in which the Seller is qualified to do business; and (viij) from the date hereof Seller shall have delivered to the Third Purchaser a certificate of the secretary or an assistant secretary of the Seller, dated the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior form and substance reasonably satisfactory to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable as to: (i) no amendments to the Articles of Incorporation of the Seller since the date of certification; (ii) the bylaws of the Seller; and (iii) any resolutions of the board of directors (or inadvisable a duly authorized committee thereof) of the Seller and the Shareholders relating to purchase this Agreement and the Securities at the Third Closing Datetransactions contemplated hereby.

Conditions to the Purchasers’ Obligation. The obligation obligations of the Purchaser to consummate purchase and pay for the third Notes on the Closing Date is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any : (a) Subsequent to the execution and delivery of which may be waived in writing by this Agreement and prior to the Purchaser in its sole discretion:Closing Date, (i) each there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, other than any notice which shall already have been given as of the date hereof, in the rating accorded to the Company or any of the Company's securities or in the rating outlook for the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company, its Subsidiaries and Destia, taken as a whole, from that set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Offering Memorandum. (b) The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) of this Agreement and to the effect that the representations and warranties of the Company, AOI and EDOC Company contained in this Agreement shall be are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions contained herein on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to any proceedings threatened. (c) The Purchaser shall have received, (A) on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in all material respects form and substance satisfactory to the Purchaser, from KPMG LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Offering Memorandum and (orB) on the date hereof, letters dated the date hereof, in form and substance satisfactory to the Purchaser, from KPMG LLP, independent public accountants, with respect to agreed-upon procedures to be applied to information contained in the Offering Memorandum with respect to billable minutes, revenue per billable minute and number of customers, and with respect to the Pledged Security Entitlements; PROVIDED THAT the letters delivered pursuant to Section 5(c)(A) and Section 5(c)(B) shall use a "cut-off date" not earlier than 2 business days prior to the date hereof. (d) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, outside counsel to the Company, dated the Closing Date, to the extent any representation effect set forth in EXHIBIT D. Such opinion shall be rendered to the Purchaser at the request of the Company and shall so state therein. (e) The Purchaser shall have received on the Closing Date opinions of foreign local counsel in Germany, Switzerland, Italy, France, Belgium, Spain, The Netherlands and the United Kingdom, dated the Closing Date, each to the effect set forth in EXHIBIT E or warranty is qualified as to such other form as agreed to by materialitythe Purchaser. Such opinions shall be rendered to the Purchaser at the request of the Company and shall so state therein. (f) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇▇ & Forester, a LLP, special U.S. communications counsel to the Company, together with an opinion of Nebraska counsel, each dated the Closing Date, substantially to the effect set forth in EXHIBIT F. Such opinions shall be rendered to the Purchaser at the request of the Company Material Adverse Effectand shall so state therein. (g) The Purchaser shall have received on the Closing Date an opinion of Shearman & Sterling, an AOI Material Adverse Effect or an EDOC Material Adverse Effectcounsel to the Purchaser, dated the Closing Date, in all respectsform and substance satisfactory to you. (h) The Registration Rights Agreement and the Pledge Agreement shall be executed and in each case, both when made and on the Third Closing Date with the same full force and effect as though such representations effect, and warranties had been the Company shall have granted the security interest and made on the pledge contemplated by the Pledge Agreement. (i) The Exchange Offer and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties Consent Solicitation shall have been true and correct in all material respects as of such earlier date);consummated on or prior to the Closing Date. (iij) The Purchaser shall have received from Destia all obligationsdocuments to be delivered by Destia, covenants its counsel or its accountants pursuant to the terms of the Dealer Manager Agreement, dated November 4, 1999 (the "DEALER MANAGER AGREEMENT"), among the Company, Destia and agreements the Purchaser, including opinions of counsels to Destia, "comfort letters" from the independent public accountants of Destia and certificates of officers of Destia. (k) The Purchaser shall have received on the Closing Date an opinion of outside counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit D of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so state therein. (l) The Purchaser shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, outside counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit E of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so state therein. (m) The Purchaser shall have received on the Closing Date opinions of foreign local counsel of Destia in Switzerland (to the effect set forth in Exhibit K of the Dealer Manager Agreement), United Kingdom (to the effect set forth in Exhibit J of the Dealer Manager Agreement), Germany (to the effect set forth in Exhibit L of the Dealer Manager Agreement) and France (to the effect set forth in Exhibit M of the Dealer Manager Agreement), dated the Closing Date, each opinion to the effect set forth in their respective Exhibits or as to such other form as agreed to by you. Each such opinion shall be rendered to you at the request of Destia and shall so state therein. (n) The Purchaser shall have received on the Closing Date an opinion of Swidler, Berlin, Shereff ▇▇▇▇▇▇▇▇, special U.S. communications counsel to Destia, dated the Closing Date, to the effect set forth in Exhibit I of the Dealer Manager Agreement. Such opinion shall be rendered to you at the request of Destia and shall so state therein. (o) The Purchaser shall have received on the Closing Date an opinion of counsel to Destia with respect to the disclosure of facts in the Offering Memorandum in form and substance reasonably acceptable to you. Such opinion shall be rendered to you at the request of Destia and shall so state therein. (p) The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items effect set forth in Section 2.4(a);EXHIBIT H. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to any proceedings threatened. (ivq) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the The Purchaser shall have received a certificate of an officer of the Company AOI such other documents and EDOC, dated certificates as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended are reasonably requested by the Commission you or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Dateyour counsel.

Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of to purchase the Purchaser to consummate the third Closing is Firm E-1 Shares and Firm E-2 Shares shall be subject to the satisfaction on satisfaction, at or before the Third Closing Date Date, of each of the following conditions, any of which provided that these conditions are for the Purchaser’s sole benefit and may be waived in writing by the Purchaser at any time in its sole discretion: (i) receipt by the Company of Shareholder Approval; (ii) receipt of certificates representing the Firm E-1 Shares and Firm E-2 Shares; (iii) receipt of a filed copy of each of the Certificates of Designations; (iv) receipt of evidence that the Rights Agreement (as defined in Section 10(e)) has been waived in connection with the transactions contemplated by this Agreement (including the issuance of Preferred Stock (and the Underlying Shares issuable upon conversion thereof) upon the exercise of the Options); (v) the representations and warranties of the Company, AOI and EDOC contained Company in this Agreement shall be true true, correct and complete as of the date of this Agreement and the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date) and the Company shall have performed, satisfied and complied with in all material respects (orthe covenants, to the extent any representation or warranty is qualified agreements and conditions required by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required this Agreement to be performed hereunder performed, satisfied or complied with by the Company at or prior to the Third Closing Date shall have been performedand receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such; (iiivi) since the Company shall have delivered or caused to be delivered each date of the items most recent financial statements set forth in the Company’s SEC Documents (as defined in Section 2.4(a7(h); (iv) ), there shall have been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”) and receipt of a certificate, AOI Material Adverse Effect or EDOC Material Adverse Effect since dated the date hereof; (v) no Event of Default (as such term is defined in Closing Date, executed by the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an principal executive officer and principal accounting officer of the Company AOI and EDOCcertifying as to such; (vii) receipt by the Purchaser of a legal opinion, dated as of the Third Closing Date, certifyingfrom counsel to the Company, in form and substance reasonably acceptable to the Purchaser’s counsel; (viii) no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of any of the Transaction Documents or the right of the Company or the Purchaser, as the case may be, to enter into any Transaction Document to which any of them is a party or prevents or arguably prevents the consummation of the transactions contemplated by this Agreement, nor shall any proceeding have been commenced or threatened with respect to the fulfillment foregoing and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) aboveCompany certifying to their knowledge as to such; and (viiix) receipt of the Escrow Agreement, duly executed by the Company and the Escrow Agent; (x) from the date hereof to the Third First Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the First Closing), and, at any time prior to the Third First Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities Preferred Stock at the Third Closing DateFirst Closing; and (xi) receipt of such other information, certificates and documents as the Purchaser may reasonably request.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretionDate: (ia) each of the representations and warranties of the made by each Company, AOI the Shareholders, the New Operator and EDOC contained the New Operator Parent in this Agreement (other than those made as of a specified date earlier than the Closing Date) shall be true and correct in all material respects (oron and as of the Closing Date, to the extent and any representation or warranty is qualified by materiality, made as of a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on specified date earlier than the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); (iib) all obligations, covenants and agreements each of the CompanyShareholders, AOI the Companies, the New Operator and EDOC the New Operator Parent shall have performed and complied with, in all material respects, each agreement and covenant required by the provisions of this Agreement to be performed hereunder or complied with by them or it at or prior to before the Third Closing Date shall have been performedClosing; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (ivc) there shall have been (i) no change in the operations, financial condition, operating results, business prospects or Assets of the Business since the date of the Company Material Adverse EffectLatest Balance Sheet, AOI except as required by the provisions of this Agreement, and (ii) no casualty loss or damage to the Assets of any Company, whether or not covered by insurance, which, in either case would have a Material Adverse Effect on the Business; (d) all necessary certificates and other approvals necessary to enable the Purchaser to acquire the Company Shares shall have been delivered to the Purchaser; (e) all Required Consents, Licenses, and all other consents by third Persons or EDOC such customary assurances (which may be verbal) that such consents, Licenses and approvals will be received after the Closing Date in the Ordinary Course of Business that are required for the consummation of the transactions contemplated hereby or that are required to prevent a breach of, or a default under or a termination or modification of, any Contract (except for those Contracts for which the failure to obtain a consent would not have a Material Adverse Effect since on the date hereofBusiness) or License to which any Company is a party or to which any of the Assets of any Company is subject, and releases of all Liens on or with respect to the Assets of any Company (other than Permitted Liens) shall have been obtained on terms and conditions satisfactory to the Purchaser in its sole discretion; (vf) no Event of Default (as such term is defined in the Debentures) action or proceeding before any Governmental Agency shall have occurred be pending or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company AOI and EDOC, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market threatened which, in each case, in the reasonable judgment of the Purchaser, made in good faith and upon the reasonable advice of counsel, makes it impracticable or inadvisable to purchase consummate the Securities at transactions contemplated hereby by reason of the Third probability that the action or proceeding shall result in a judgment, decree or order which would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or affect the value or use of the Company Shares, the Assets of any Company or the Business; (g) prior to the Closing Date, the Shareholders shall have provided to the Purchaser, at Shareholders’ own expense, customary UCC search reports (“UCC Searches”) of each Company and each Shareholder disclosing no Liens against the Company Shares or the Assets of each Company, other than the Permitted Liens against such Assets; (h) all certificates, opinions, instruments and other documents required to be delivered to the Purchaser pursuant to Section 2.06(b) or 2.06(d) shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, executed by the applicable Parties and delivered to the Purchaser on the Closing Date; and (i) the Purchaser is satisfied, in its sole discretion, with the contents of the disclosure Schedules relating to this Agreement, other than Schedules 5.04 and 7.06(g). Any conditions specified in this Section 8.01 may be waived by the Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (ia) each of the representations and warranties set forth in Article IV and Article V of this Agreement (without giving effect to any “Material Adverse Change” or similar materiality qualification therein), other than the Fundamental Bring-Down Representations, shall be true and correct as of the CompanyClosing Date, AOI except (i) to the extent that the failure of such representations and EDOC contained in warranties to be true and correct does not constitute a Material Adverse Change, (ii) for changes contemplated by this Agreement and (iii) for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change); (b) the Fundamental Bring-Down Representations shall be true and correct in all material respects (or, to as of the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force except for any de minimis inaccuracies, except (i) for changes contemplated by this Agreement and effect as though such (ii) for those representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties which expressly relate to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier datedate except for any de minimis inaccuracies); (c) the Company and the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing; (d) the Company shall have delivered to the Purchaser each of the following: (i) a certificate signed by an officer of the Company, in the form of Exhibit D-1, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b) and 3.01(c), in each case with respect to the Company, have been satisfied; (ii) all obligations, covenants and agreements a certificate signed by an officer of the CompanySeller, AOI in the form of Exhibit D-2, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b) and EDOC required to be performed hereunder at or prior 3.01(c), in each case with respect to the Third Closing Date shall Seller, have been performed;satisfied; and (iii) the Company shall have delivered or caused an affidavit in the form of Exhibit E stating that it is not and has not been a United States real property holding corporation, and in the form and substance required under Treasury Regulation §1.897‑2(h), together with evidence reasonably satisfactory to be delivered each the Purchaser that it has provided notice to the United States Internal Revenue Service in accordance with the provisions of the items set forth in Section 2.4(aTreasury Regulation §1.897‑2(h)(2);. (ive) there the Escrow Agreement shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since executed by the date hereof; (v) no Event of Default (as such term is defined in Escrow Agent and the Debentures) Seller and shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company AOI and EDOC, dated as of the Third Closing Date, certifying, as been delivered to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) abovePurchaser; and (viif) from the date hereof to the Third Closing Date, trading in the Ordinary Shares there shall not have been suspended by occurred a Material Adverse Change since the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation date of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Datethis Agreement.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third second Closing is subject to the satisfaction on or before the Third Second Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Second Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third Second Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a2.3(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company Company, AOI and EDOC, dated as of the Third Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Second Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Second Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (ia) each of the representations and warranties of set forth in Article IV and Article V (other than the Company, AOI and EDOC contained in this Agreement Fundamental Representations) shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except (or, i) to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on that the Third Closing Date with the same force and effect as though failure of such representations and warranties had been made on to be true and correct (without giving effect to any limitation or qualification as of such Third Closing Date to materiality (except where such including the word "material" or "Material Adverse Change" set forth therein)) does not constitute a Material Adverse Change, and (ii) for those representations and warranties expressly relate to which are made as of an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date (without giving effect to any limitation or qualification as to materiality (including the word "material" or "Material Adverse Change" set forth therein)) did not constitute a Material Adverse Change; (b) the Fundamental Representations shall be true and correct in all material respects respects, except for de minimis inaccuracies, as of the Closing Date as if made on the Closing Date, except for those Fundamental Representations which expressly relate to an earlier date (in which case such Fundamental Representations shall have been true and correct in all respects, except for de minimis inaccuracies, as of such earlier date); (iic) the Seller and the Company shall have performed in all obligations, material respects all of the covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or by them under this Agreement prior to the Third Closing Date shall have been performedClosing; (iiid) the Company shall have delivered or caused to be delivered each the Purchaser a certificate signed by an officer of the items set forth Company in Section 2.4(athe form of Exhibit C, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b), and 3.01(c) have been satisfied; (ive) the Escrow Agreement shall have been executed by the Escrow Agent and the Seller and shall have been delivered to the Purchaser; (f) there shall not have been no Company occurred a Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect Change since the date hereof; (vg) no Event of Default (as such term is defined in the Debentures) Seller shall have occurred delivered to the Purchaser a payoff letter duly executed by each holder of Payoff Indebtedness, each in customary form and substance, in which the payee shall agree that upon payment of the amount specified in such payoff letter: (i) all outstanding obligations of the Company and its Subsidiaries arising under or related to the applicable Payoff Indebtedness shall be continuingrepaid, discharged and extinguished in full; (ii) all Liens in connection therewith shall be released; and (iii) the payee shall take all actions reasonably requested by the Purchaser to evidence and record such discharge and release as promptly as practicable; (each such payoff letter, a "Debt Payoff Letter"); (vih) the Purchaser Company shall have received a certificate of an officer delivered to the Purchaser evidence that the Management Agreement and the other contracts and agreements set forth on the Affiliated Transactions Schedule have been terminated in full with no further obligations or liabilities of the Company AOI or any of its Subsidiaries; (i) the approvals and EDOC, dated as waiting periods that are required for the consummation of the Third Closing Datetransactions contemplated hereby and set forth on the Governmental Consents Condition Schedule shall have been received and remain in effect (in the case of approvals) or expired, certifyingbeen waived or been terminated, as applicable; (j) the Company shall have delivered to the fulfillment Purchaser a certificate, substantially in the form of Exhibit E, pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the conditions set forth Code) during the applicable period specified in subparagraphs (i), (ii), (iii), (iv), and (vsection 897(c) aboveof the Code; and (viik) from the date hereof Company shall have taken all necessary steps to cause the stock certificates representing the Shares to be delivered to the Third Purchaser promptly following the Closing on the Closing Date, trading accompanied by duly executed stock powers duly endorsed in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading blank in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Dateproper form for transfer.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third first Closing is subject to the satisfaction on or before the Third First Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third First Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a2.2(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company Company, AOI and EDOC, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) no amendment or modification of the Business Combination Agreement shall have occurred that would reasonably be expected to materially and adversely affect the economic benefits that the Purchaser would reasonably expect to receive under the Transaction Documents; (vii) the Business Combination Transactions shall have been consummated; (viii) the Shareholder Approval shall have been obtained and deemed effective; (ix) the Purchaser shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and all waiting periods, if applicable, have expired; (vx) aboveat any time following the execution of this Agreement, none of the Company, AOI, EDOC nor any of their respective subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior written consent of the Purchaser; (xi) the Company shall have entered into an equity line of credit facility with an affiliate of the Purchaser (the “Arena ELOC”); (xii) the Ordinary Shares shall have been listed for trading on Nasdaq, and the Company shall maintain the listing of such Ordinary Shares on Nasdaq; (xiii) other than Permitted Liens, there shall be no Lien encumbering any property or assets of the Company, AOI, EDOC or any Subsidiary or AOI Subsidiary; (xiv) the Purchaser shall complete and be satisfied with its review of all due diligence; and (viixv) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase ’s investment committee shall have approved the Securities at terms of this Agreement and the Third Closing DateTransaction Documents.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the third any Closing is subject to the satisfaction on or before the Third applicable Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser Purchasers in its sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third First Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third First Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC Company required to be performed hereunder at or prior to the Third First Closing Date shall have been performed;performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.2(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser Purchasers shall have received a certificate of an officer of the Company AOI and EDOCCompany, dated as of the Third First Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), ) and (iv)) above; (vi) the Purchasers shall have received confirmation satisfactory to it that all approvals of Governmental Authorities and other approvals for the transactions contemplated herein have been obtained, and (v) above; andall waiting periods, if applicable, have expired; (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time following the execution of this Agreement, none of the Company nor any of Subsidiaries shall have issued, or agreed to issue, any equity, equity linked or debt financing other than an Exempt Issuance or as specifically referenced herein without the prior to written consent of the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. Purchasers; (viii) the Common Stock shall not have been suspended listed for trading on Nasdaq, and the Company shall maintain the listing of the Common Stock on Nasdaq; (ix) other than Permitted Liens, there shall be no Lien encumbering any property or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by assets of the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, Company or any material adverse change in, any financial market which, in each case, in Subsidiary; and (x) the reasonable judgment Purchasers shall complete and be satisfied with their review of all due diligence; and the Purchaser, makes it impracticable or inadvisable to purchase Purchasers’ investment committee shall have approved the Securities at terms of this Agreement and the Third Closing DateTransaction Documents.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate purchase and pay for the third Notes on the Closing Date is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (ia) each of the The representations and warranties of the Company, AOI and EDOC Company contained in this Agreement shall be true and correct in all material respects (or, except to the extent any representation or warranty is already qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made on and as of the date of this Agreement and on and as of the Third Closing Date with the same force and effect as though such representations and warranties had been if made on and as of such Third the Closing Date (except where such representations and warranties expressly relate Date; the statements of the Company’s officers made pursuant to an earlier date, any certificate delivered in which case such representations and warranties accordance with the provisions hereof shall have been be true and correct in all material respects (except to the extent already qualified by materiality) on and as of such earlier date); (ii) the date made and on and as of the Closing Date; the Company shall have performed all obligations, covenants and agreements of the Company, AOI and EDOC required satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Third Closing Date Date. (b) Any consents or approvals required to be obtained from any lenders to the Company that are necessary to permit the consummation of the transactions contemplated by this Agreement shall have been performed;obtained on or before the Closing Date; and each such consent or approval shall remain in full force and effect. (iiic) the Company The Purchaser shall have delivered or caused to be delivered each received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the items Company, solely in his or her capacity as such, to the effect set forth in Section 2.4(a);4(a) hereof and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality) as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (ivd) there The Purchaser shall have been no received on the Closing Date an opinion letter of counsel of the Company, dated the Closing Date, covering the matters set forth in Schedule I hereto, with customary qualifications, limitations and assumptions satisfactory to the Purchaser acting in good faith. Such opinion shall be rendered to the Purchaser at the request of the Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;and shall so state therein. (ve) no Event of Default (as such term is defined The Company shall have executed and delivered the Indenture, substantially in the Debentures) shall have occurred or be continuing; (vi) form attached hereto as Exhibit A, and the Purchaser shall have received a certificate of an officer executed copy thereof. (f) The Notes shall be eligible for clearance and settlement through DTC. (g) The sale of the Company AOI and EDOCNotes shall not be enjoined (temporarily or permanently) on the Closing Date. (h) There shall not exist any action, dated as suit, investigation, litigation or proceeding pending or (to the knowledge of the Third Company) threatened in or before any Governmental Entity or any order, injunction or decree of any Governmental Entity, on the Closing Date, certifyingthat, as either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the fulfillment Company or its Subsidiaries or affect the issuance, sale or payment of the conditions set forth in subparagraphs Notes. (i), (ii), (iii), (iv), and (v) above; and (vii) from Since the date hereof to the Third Closing Dateof this Agreement, trading in the Ordinary Shares there shall not have been suspended by the Commission any event, change, occurrence, development, condition or the Company’s principal Trading Market andstate of circumstances or facts that has had or would, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended individually or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaseraggregate, makes it impracticable or inadvisable reasonably be expected to purchase the Securities at the Third Closing Datehave, a Material Adverse Effect.

Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of to purchase the Purchaser to consummate Convertible Note and the third Closing is Warrant shall be subject to the satisfaction on satisfaction, at or before the Third Closing Date Date, of each of the following conditions, any of which provided that these conditions are for the Purchaser’s sole benefit and may be waived in writing by the Purchaser at any time in its sole discretion: (i) each receipt by the Company of Shareholder Approval, provided that if shareholder approval of the amendment of the Company’s articles of organization to increase the number of authorized shares of Common Stock to 210,000,000 shares is not received, the Reverse Stock Split has been effected; (ii) receipt of the Convertible Note in the principal amount of the Purchase Price, executed by the Company; (iii) receipt of the Warrant in the form of Exhibit B executed by the Company; (iv) receipt of the Security Agreement in the form of Exhibit C executed by the Company (the “Security Agreement”); (v) receipt of an intercreditor agreement by and between the Purchaser and GE Capital, in form and substance reasonably satisfactory to the Purchaser, executed by GE Capital (the “Intercreditor Agreement”); (vi) receipt of subordination agreements, in form and substance reasonably satisfactory to the Purchaser, executed by all holders of the Company’s indebtedness other than GE Capital; (vii) receipt of evidence that the Rights Agreement (as defined in Section 8(e)) has been waived in connection with the issuance of the Note and Warrant and the issuance of the Shares issuable upon conversion or exercise thereunder; (viii) the representations and warranties of the Company, AOI and EDOC contained Company in this Agreement shall be true true, correct and complete as of the date of this Agreement and the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date) and the Company shall have performed, satisfied and complied with in all material respects (orthe covenants, to the extent any representation or warranty is qualified agreements and conditions required by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required this Agreement to be performed hereunder performed, satisfied or complied with by the Company at or prior to the Third Closing Date shall have been performedand receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the Company certifying as to such; (iiiix) since the Company shall have delivered or caused to be delivered each date of the items most recent financial statements set forth in the Company’s SEC Documents (as defined in Section 2.4(a5(h); (iv) ), there shall have been no material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (“Material Adverse Effect”) and receipt of a certificate, AOI Material Adverse Effect or EDOC Material Adverse Effect since dated the date hereof; (v) no Event of Default (as such term is defined in Closing Date, executed by the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an principal executive officer and principal accounting officer of the Company AOI and EDOCcertifying as to such; (x) receipt by the Purchaser of a legal opinion, dated as of the Third Closing Date, certifyingfrom counsel to the Company, in form and substance reasonably acceptable to the Purchaser’s counsel; (xi) no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition shall exist which questions the validity of the Transaction Documents or the right of the Company or the Purchaser, as the case may be, to enter into any Transaction Document to which any of them is a party or prevents or arguably prevents the consummation of the transactions contemplated by this Agreement, nor shall any proceeding have been commenced or threatened with respect to the fulfillment foregoing and receipt of a certificate, dated the Closing Date, executed by the principal executive officer and principal accounting officer of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) aboveCompany certifying to their knowledge as to such; and (viixii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity receipt of such magnitude in its effect onother information, or any material adverse change incertificates and documents, any financial market whichincluding Intellectual Property Security Agreements, in each case, in as the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing DatePurchaser may reasonably request.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser Purchasers in its their sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC Company contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC Company required to be performed hereunder at or prior to the Third Closing Date shall have been performed;performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing;continuing; (vi) the Purchaser Purchasers shall have received a certificate of an officer of the Company AOI and EDOCCompany, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (a) (i) each of the representations and warranties of set forth in Article IV and Article V (other than the Company, AOI and EDOC contained in this Agreement Fundamental Representations) shall be true and correct in all material respects (orwithout giving effect to any limitation or qualification as to materiality (including the word “material” or “Material Adverse Change” set forth therein)) as of the Closing Date as if made on the Closing Date, except (A) to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on that the Third Closing Date with the same force and effect as though failure of such representations and warranties had been made on to be true and as of such Third Closing Date correct does not, individually or in the aggregate, constitute a Material Adverse Change, and (except where such B) for those representations and warranties which expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects (without giving effect to any limitation or qualification as to materiality (including the word “material” or “Material Adverse Change” set forth therein)) as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not, individually or in the aggregate, constitute a Material Adverse Change; (ii) the Fundamental Representations (other than the representations and warranties set forth in Section 5.04) shall be true and correct in all material respects as of the Closing Date, as though made on and as of such date (except to the extent expressly made as of a specific date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier specific date), and (iii) the representations and warranties set forth in Section 5.04 shall be true and correct in all but de minimis respects as of the Closing Date; (iib) the Company, the Seller Representative and the Sellers shall have performed in all obligations, material respects all of the covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or by them under this Agreement prior to the Third Closing Date shall have been performedClosing; (iiic) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of signed by an officer of the Company AOI and EDOCin the form of Exhibit E, dated as of the Third Closing Date, certifying, as certifying that the conditions specified in Sections 3.01(a) and 3.01(b) have been satisfied; (d) the Escrow Agreement shall have been executed by the Escrow Agent and the Seller Representative and shall have been delivered to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) abovePurchaser; and (viie) from the date hereof to the Third Closing Date, trading in the Ordinary Shares there shall not have been suspended by occurred a Material Adverse Change since the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Datedate hereof.

Conditions to the Purchasers’ Obligation. The Purchaser’s obligation of the Purchaser to consummate the third transactions to be performed by it in connection with the Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any conditions (it being understood that each such condition is solely for the benefit of which the Purchaser and may be waived in writing by the Purchaser in its sole discretion:Purchaser, without notice, liability or obligation of any Person): (ia) each of the representations and warranties of the Company, AOI and EDOC contained Sellers set forth in this Agreement Article III above shall be true and correct in all material respects (orat and as of the Agreement Date and as of the Closing Date, except to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though that such representations and warranties had been made on and as are qualified by a standard of such Third Closing Date (except where such representations and warranties expressly relate to an earlier datemateriality, in which case such representations and warranties shall be true and correct in all respects giving effect to such standard at and as of the Agreement Date and as of the Closing Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty must have been true and correct in all material respects as of such earlier date); (iib) all obligations, covenants and agreements each of the Company, AOI Sellers shall have performed and EDOC complied with all of its covenants hereunder and in the Ancillary Agreements in all material respects required to be performed hereunder at on or prior to the Third Closing Date shall have been performedClosing; (iiic) the Company AMI, on behalf of itself and Grass, shall have delivered or caused to be delivered the Purchaser a certificate to the effect that each of the items set forth conditions specified above in Section 2.4(a)Sections 6.2(a) and (b) is satisfied in all respects; (ivd) there the Business Net Working Capital shall not be less than $2,000,000 and AMI shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since delivered the date hereofBusiness Net Working Capital Certificate so reporting Business Net Working Capital not less than such amount; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vie) the Purchaser shall have received a certificate of an officer each of the Company AOI and EDOC, dated as closing deliveries of the Third Closing Date, certifying, as to the fulfillment of the conditions Sellers set forth in subparagraphs Section 2.5, executed on behalf of AMI by a duly authorized officer of AMI; (i), f) there shall not have occurred after the Agreement Date a Material Adverse Effect on the Business or the Acquired Assets; (ii), (iii), (iv), g) at least 2/3 of the Specified Employees listed on Schedule 1.1(c) hereto shall have accepted the Purchaser’s offers of employment in a writing signed by them and (v) aboveshall have entered into employment agreements with the Purchaser; and (viih) from the date hereof Purchaser shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Third Closing DateSellers, trading in that the Ordinary Shares shall not execution, delivery and performance by the Sellers of this Agreement and the Ancillary Agreements, and the sale of the Acquired Assets to the Purchaser and consummation of all the transactions contemplated hereby and thereby on the terms and conditions set forth herein, have been suspended duly and validly authorized by the Commission or Sellers’ Boards of Directors, representing all necessary corporate action on the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment part of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing DateSellers.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser Purchasers to consummate the third second Closing is subject to the satisfaction on or before the Third Second Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser Purchasers in its their sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse EffectAdverse, in all respects) in each case, both when made and on the Third Second Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Second Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date);date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC Company required to be performed hereunder at or prior to the Third Second Closing Date shall have been performed;performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a);2.3(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof;hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing;continuing; (vi) the Purchaser Purchasers shall have received a certificate of an officer of the Company AOI and EDOCCompany, dated as of the Third Second Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; above; and (vii) from the date hereof to the Third Second Closing Date, trading in the Ordinary Shares Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Second Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the PurchaserPurchasers, makes it impracticable or inadvisable to purchase the Securities at the Third Second Closing Date.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by conditions immediately prior to the Purchaser in its sole discretionClosing: (ia) each of the representations and warranties set forth in Article IV and Article V of this Agreement (other than the Fundamental Representations) shall be true and correct (without giving effect to any limitation or qualification that includes the word “material” or “Material Adverse Change” set forth therein (other than in Section 5.07(a)) as though made on and as of the CompanyClosing Date, AOI except (i) to the extent that the failure of such representations and EDOC contained warranties to be true and correct does not constitute a Material Adverse Change, and (ii) for those representations and warranties which expressly relate to an earlier date (in this Agreement which case such representations and warranties shall have been true and correct (without giving effect to any limitation or qualification that includes the word “material” or “Material Adverse Change” set forth therein) as of such earlier date except to the extent that the failure of such representations and warranties to have been true and correct as of such earlier date did not constitute a Material Adverse Change); (b) (i) the Fundamental Representations (other than Section 5.04) shall be true and correct in all material respects (or, without giving effect to any limitation or qualification that includes the extent any representation word “material” or warranty is qualified by materiality, a Company “Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respectsChange” set forth therein) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third the Closing Date (as of the Closing Date, except where such for those representations and warranties which expressly relate to an earlier date, date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), and (ii) the representations and warranties set forth in Section 5.04 shall be true and correct in all respects as of the Closing Date, except for those representations and warranties which expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct as of such earlier date), other than, with respect to the representations and warranties set forth in Section 5.04, inaccuracies that individually or in the aggregate are of a de minimis nature; (c) the Seller and the Company shall have performed and complied in all material respects with all of the covenants or agreements required to be performed or complied with by them under this Agreement on or prior to the Closing; (d) the Company shall have delivered to the Purchaser each of the following: (i) a certificate signed by an officer of the Company in the form of Exhibit C, dated as of the Closing Date, certifying that the conditions specified in Sections 3.01(a), 3.01(b) and Section 3.01(c) have been satisfied; (ii) all obligations, covenants and agreements of the Company, AOI and EDOC documents required to be performed hereunder at or prior effectuate the Pre-Closing Restructuring, in form and substance reasonably satisfactory to the Third Closing Date shall have been performedPurchaser; (iii) a certificate of good standing with respect to the Company shall have delivered or caused issued by the Secretary of State of the State of Delaware, and also with respect to be delivered each of the items Subsidiaries issued by the Secretary of State of such State in which it is incorporated, each as of a date not more than fifteen (15) days prior to the Closing Date; and (iv) written resignation of each of the managers, directors and officers of the Company and its Subsidiaries set forth (and in Section 2.4(athe capacity only as set forth) on Schedule 3.01(d)(iv); (ive) there the Escrow Agreement shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since executed by the date hereofEscrow Agent and the Seller and shall have been delivered to the Purchaser; (vf) no Event of Default (as such term is defined in the Debentures) Put/Call Agreement shall have occurred or be continuingbeen executed by the Seller and shall have been delivered to the Purchaser; (vig) the Purchaser Temporary Services Agreements shall have received a certificate of an officer of the Company AOI been executed by TP New Mexico and EDOC, dated as of the Third Closing Date, certifying, as delivered to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) abovePurchaser; and (viih) from no Material Adverse Change shall have occurred since the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Third Closing Dateand be continuing.