Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, a certificate evidencing the number of Shares set forth opposite the contained in such Purchaser’s name on Annex B Units, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the Warrant Shares contained in such Purchaser’s name on Annex B; Units (v) rounded down to the Company shall have provided each Purchaser nearest whole number of Warrant Shares), with an exercise price equal to the Company’s wire instructionsClosing Price immediately prior to the execution hereof, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BSubscription Amount divided by the initial Conversion Price, with an exercise price equal to $0.35, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerVoting Agreements; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $0.15, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment as described therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Note with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Principal Amount, registered in the name of such Purchaser; (iv) a Series C Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BPrincipal Amount divided by the Conversion Price; (v) the Company shall have provided each Purchaser with the Company’s wire instructionsSecurity Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial OfficerCompany and each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; (iii) the Security Agreement duly executed by such Purchaser; and (iiiiv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 30% of the Purchaser’s name on Annex Bnumber of Shares being subscribed for in the aggregate at the Closing, with an exercise price equal to $0.60, subject to adjustment therein; (v) evidence that all of the outstanding Series C Cumulative Convertible Preferred Stock of the Company shall have provided each Purchaser with been or will be converted to Common Stock as of the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount for the Closing by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer transfer agent to deliver via the Depository Trust Company Deposit Withdrawal Agent Commission System (“DWAC”) Shares equal to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (iviii) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BShares, with an exercise price equal to $2.75, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (viv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Escrow Agreement duly executed by the Company; and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Escrow Agreement duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counseloutside counsel to the Company, substantially addressed to the Purchasers, in a form reasonably acceptable to the form of Exhibit B attached heretoPurchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B Note registered in the name of such Purchaser in the principal amount of such Purchaser’s Subscription Amount set forth on the signature page hereto executed by such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock equal to 200% of the number of Note Shares that would be issuable upon conversion of such Purchaser’s Note as of immediately following Closing (rounded down to the nearest whole share), with an exercise price equal to $0.055, subject to adjustment as set forth opposite the Purchaser’s name on Annex B;therein; and (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount by wire transfer of immediately available funds to the account of the Company specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoPromissory Note duly executed by the Company; (iii) a copy of the irrevocable instructions subject to the Transfer Agent instructing the Transfer Agent to issue, in book-entry formSection 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions; (iv) a certificate evidencing that number of Preferred Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, which Preferred Shares shall be registered in the name of such Purchaser; (ivv) evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; and (vi) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 100% of the sum of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Promissory Note, with the Company’s wire instructionsan exercise price equal to $4.00 per share, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companysubject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer transfer agent to deliver via the Depository Trust Company Deposit Withdrawal Agent Commission System (“DWAC”) Shares equal to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B;Subscription Amount divided by the Per Share Purchase Price, with an exercise price equal to $0.65, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BSubscription Amount divided by $0.60, with an exercise price equal to $0.85, subject to adjustment therein; (v) the Company shall have provided each Purchaser with Subsidiary Guarantee, duly executed by all Subsidiaries of the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (unless otherwise provided herein), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) Convertible Note with a copy of the irrevocable instructions principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iviii) on the date of the closing of an IPO, a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock equal to 100% of such Purchaser’s Conversion Shares, with an exercise price equal to the exercise price set forth opposite the Purchaser’s name on Annex Bin such Warrant, subject to adjustment therein; (viv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to ten percent (10%) of the such Purchaser’s name Preferred Stock on Annex Ban as-converted to Common Stock basis, with an exercise price equal to $11.50 per whole share, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent and Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Companytransfer; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 33% of the number of shares of Common Stock set forth opposite the purchased by such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser , with the Company’s wire instructionsan exercise price equal to $9.50, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and; (iii) the Registration Rights Agreement duly executed by such Purchaser; and (iv) a certificate of the Placement Agent to the Company, substantially in the form of Exhibit D hereto.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially Counsel in the form of Exhibit B attached heretoreasonably agreed to by the Lead Purchaser; (iii) a copy of the irrevocable instructions other than to the Transfer Agent instructing the Transfer Agent extent such Purchaser makes an election to issuereceive Preferred Stock in lieu of Shares, in book-entry form, a certificate evidencing the number of Shares that is equal to the Subscription Amount allocated to the Shares divided by the Per Share Purchase Price, subject to adjustment as set forth opposite under this Agreement; and (i) for each Purchaser, as applicable, who has elected to purchase the Preferred Stock, a certificate evidencing a number of shares of Preferred Stock equal to, in aggregate, such Purchaser’s name on Annex B registered in Subscription Amount allocated to the name of such Purchaser; (iv) a Warrant Preferred Stock divided by the Stated Value, registered in the name of such Purchaser to purchase up to and evidence of the number filing and acceptance of shares the Certificate of Common Stock set forth opposite Designation from the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecretary of State of Delaware. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) voting agreement from all officers, directors and 10% or more shareholders of the Company to vote in favor of Shareholder Approval; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the any Closing DateDate (except as otherwise set forth below), the Company shall deliver or cause to be delivered to each Purchaser participating in the applicable Closing the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate for such number of Preferred Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser;Purchaser (such certificate to be delivered within five (5) trading days of the Closing Date); and (iviii) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares Preferred Shares equal to 100% of Common Stock set forth opposite the Purchaser’s name on Annex B; Preferred Shares purchased by such Purchaser (vsuch Warrant certificate to be delivered within five (5) trading days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanyClosing Date). (b) On or prior to the any Closing Date, each Purchaser participating in the applicable Closing shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) an Accredited Investor Questionnaire (in the form provided by the Company to the Purchaser), duly executed by the Purchaser; (iii) the Escrow Agreement duly executed by such Purchaser; and (iv) such Purchaser’s Subscription Amount by wire transfer or certified check to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserEscrow Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 10% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $2.48, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably acceptable to the form of Exhibit B attached heretoPurchasers; (ii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver to such Purchaser, in book-entry formon an expedited basis, a certificate evidencing the number of Shares set forth opposite the such Purchaser’s name on Annex B Shares registered in the name of such Purchaser; (iv) the Registration Rights Agreement, in form and substance reasonably acceptable to the Purchasers, executed by a Warrant registered in duly authorized officer of the name Company; provided, that the Purchasers may waive delivery of such Purchaser to purchase up to Registration Rights Agreement at the number Closing, in which case, the provisions of shares of Common Stock set forth opposite the Purchaser’s name on Annex B;Section 4.11 shall apply; and (v) the Company shall have provided each Purchaser with a certificate, signed by a duly elected officer of the Company’s wire instructions, on Company letterhead certifying as of the Closing Date as to the satisfaction of each of the conditions set forth in Section 2.3(b)(i), (ii) and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companyiv). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially counsel in form and substance reasonably acceptable to the form of Exhibit B attached heretoPurchasers; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Principal Amount, registered in the name of such Purchaser; (iv) a Warrant Warrant, registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to the original Principal Amount of such Purchaser’s name on Annex B; (v) Debenture purchased hereunder divided by $0.50, with an exercise price equal to $0.50, subject to adjustment therein, exercisable from the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officerdate hereof for a term of five years; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iviii) within 3 Trading Days of the date hereof, a Warrant Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase acquire up to the number of shares of Common Stock set forth opposite equal to 20% of the Shares to be issued to such Purchaser’s name on Annex B;, (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viiv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in a form to be agreed by the form of Exhibit B attached parties hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such Purchaser;Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; and (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed Subscription Amount divided by the Chief Executive Officer or Chief Financial OfficerConversion Price, with an exercise price equal to $2.89, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis following the Merger, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viiv) the Registration Rights Agreement duly executed by the CompanyParentCo. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company's transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite equal to such Purchaser's Subscription Amount divided by the Purchaser’s name on Annex B Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 50% of the Purchaser’s name on Annex B; (v) the Company shall have provided each Shares purchased by such Purchaser hereunder, with the Company’s wire instructionsan exercise price equal to $o, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company (except as noted) the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserPurchaser (including a fully completed Selling Securityholder Notice and Questionnaire).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a written statement evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in book entry form into the name and account (as specified by Purchaser) of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BShares, with an exercise price equal to $2.20, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoand substance reasonably satisfactory to the Purchasers; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 66% of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $0.55, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On the date hereof, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; and (ii) the Registration Rights Agreement. (b) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry formissue on an expedited basis via electronic book entry, the number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in , as well as, on the name of such Purchaser to purchase up to trading day next following the Closing Date, the appropriate number of shares of Common Stock set forth opposite Series F Warrants and the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySeries G Warrants. (bc) On or prior to the Closing Datedate hereof, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;. (iid) On or prior to the Closing Date, each Purchase shall deliver or cause to be delivered to the Company the following: (i) to the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserEscrow Account.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BSubscription Amount divided by $0.55, with an exercise price equal to $1.20 per share, subject to adjustment as provided therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Escrow Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the account specified in writing by the CompanyEscrow Agent; and (iii) the Registration Rights Escrow Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoAmendment and Consent duly executed by the Company; (iii) the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-deliver on an expedited basis via a certificate or book entry form, statement evidencing the number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (v) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Purchasers; (ivvi) a Warrant Warrants registered in the name of such Purchaser to purchase up to 100% of the number of shares of Common Stock set forth opposite the on such Purchaser’s name on Annex Bsignature page hereto, with an exercise price equal to $0.86, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Amendment and Consent duly executed by such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $3.25, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion an irrevocable letter of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions instruction to the Transfer Agent instructing the Transfer Agent transfer agent to issue, in book-entry form, the either issue a certificate evidencing a number of Shares of Preferred Stock equal to such Purchaser’s Shares of Preferred Stock as set forth opposite on the Purchaser’s name on Annex B registered in the name of signature page hereto executed by such Purchaser; (iv) a Warrant Purchaser and registered in the name of such Purchaser to purchase up to or provide evidence of book entry of the number of shares Shares of Common Preferred Stock equal to such Purchaser’s Shares of Preferred Stock as set forth opposite on the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and signature page hereto executed by such Purchaser and evidence of the Chief Executive Officer or Chief Financial Officerfiling and acceptance of the Certificate of Designation from the Secretary of State of Delaware; and (viiii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s the Subscription Amount as set forth on the signature page hereto executed by such Purchaser by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issuesuch Purchaser's Principal Amount (i.e., in book-entry formSubscription Amount multiplied by 1.10), the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to such Purchaser’s name 's pro-rata portion (based on Annex BSubscription Amounts hereunder) of 100,000, with an exercise price equal to $0.70, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s 's wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement a Subsidiary Guarantee, duly executed by the Company.all Subsidiaries; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 56% of such Purchaser’s name Conversion Shares on Annex Bthe Closing Date, with an exercise price equal to $1.12 per share, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement Security Agreement, duly executed by the Company.Company and each Subsidiary, along with all of the Security Documents, including the Intellectual Property Security Agreement (as defined in the Security Agreement), duly executed by the parties thereto; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Security Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to the Purchaser’s name on Annex B; (v) number of Shares purchased, with an exercise price equal to 125% of the Company shall have provided each Purchaser with the Company’s wire instructionsPer Share Purchase Price, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $0.60, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser;Purchaser;7 (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer or certified check to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; and (viiv) a Warrant registered in the Registration Rights Agreement duly executed by the Companyname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.30 per share, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iii) the Registration Agreement, duly executed by the Company; (iv) a legal opinion of Company Counsel, substantially in the form of Exhibit B EXHIBIT A attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B;; and (v) the Company shall have provided each Purchaser with the Company’s wire instructionsa certificate, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and of the Company, dated as of the Closing Date, certifying that the representations and warranties of the Company were true and correct as of the date when made and as of the Closing Date as though made at that time (viexcept for representations and warranties that speak as of a specific date) and that the Registration Rights Agreement duly executed Company has performed, satisfied and complied in all respects with all covenants, obligations, agreements and conditions required by the CompanyTransaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the an aggregate number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B;equal to 255,000, with an exercise price equal to $0.01, subject to adjustment therein; and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; and (viiv) a Warrant registered in the Registration Rights Agreement duly executed by the Companyname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $2.51 per share, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of 80,000 shares of Common Stock set forth opposite the for each $100,000 of Purchaser’s name on Annex BSubscription Amount (pro-rated for lesser amounts), with an exercise price equal to $1.00 per share, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and a Lock-up Agreement duly executed by the Chief Executive Officer Company and each officer, director and 10% shareholder of the Company, provided that no Lock-up Agreement shall be delivered by (a) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Chief Financial Officer(b) the ▇▇▇▇▇▇▇▇▇ Family Limited Partnership; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably acceptable to the form of Exhibit B attached heretoPurchasers; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $1.40, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 30% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $5.50, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BShares, with an exercise price equal to $1.50, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerLock-Up Agreements; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, except as otherwise agreed between the Company and a particular Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $4.00, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement, except as otherwise agreed between the Company and a particular Purchaser; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoand substance reasonably satisfactory to the Purchasers; (iii) Subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $2.30, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached to be mutually agreed upon by the parties hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 45% of the number of Conversion Shares initially issuable to such Purchaser upon conversion of all of such Purchaser’s name on Annex B;Preferred Stock, with an exercise price equal to $0.1105, subject to adjustment as provided by the terms thereof; and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser;.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company U.S. Counsel, substantially in the form of Exhibit B attached heretoand substance reasonably satisfactory to WS; (iii) a legal opinion of Company Israeli Counsel, in form and substance reasonably satisfactory to WS; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares Ordinary Shares equal to 75% of Common Stock set forth opposite the Purchaser’s name Shares issuable to the Purchaser on Annex B; the Closing Date, with an exercise price equal to $0.80, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the certificates, each evidencing a number of Shares set forth opposite the equal to each Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex BLock-Up Agreements; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company; and (vi) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 2.3(b)(i) and 2.3(b)(ii). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BShares, with an exercise price equal to $0.35, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) the Company Lock-Up Agreements; and (vivii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; (iii) a Purchaser lock-up (“Purchaser Lock-Up Agreement”) in the form of Exhibit E attached hereto duly executed by such Purchaser; and (iiiiv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) in connection with Subscription Amounts paid (a) in cash and (b) through the surrender and cancellation of Bridge Notes only, a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 200% of such Purchaser’s name on Annex B; (v) the Company shall have Subscription Amount divided by $1.00, with an exercise price equal to $1.10, subject to adjustment as provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officertherein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by (a) wire transfer to the account as specified in writing by the Company, (b) the surrender and cancellation of the Bridge Notes, (c) the surrender and cancellation of the outstanding shares of Series B Preferred Stock or (d) a combination thereof; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially in the form of Exhibit B D-1 attached hereto; (iii) a copy legal opinion of U.S. Counsel, in substantially the form of Exhibit D-2 attached hereto; (iv) the Subsidiary Guarantee, duly executed by each Subsidiary of the irrevocable instructions Company; (v) a Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount multiplied by 1.1764705, registered in the name of such Purchaser;; and (ivvi) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to such Purchaser’s name pro-rata portion (based on Annex B; (vsuch Purchaser’s Subscription Amount and the aggregate Subscription Amount of all Purchasers hereunder) the Company shall have provided each Purchaser of 5,072,395 shares of Common Stock, with the Company’s wire instructionsan exercise price equal to CDN$0.2759, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companysubject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) if the Registration Rights Agreement duly Purchaser is a resident of Canada, a completed and executed by such Purchaser“Certificate of Accredited Investor” in a customary form acceptable to the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite equal to such Purchaser's Subscription Amount divided by the Purchaser’s name on Annex B Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 40% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser 's Subscription Amount divided by 2.00, with the Company’s wire instructionsan exercise price equal to $2.40, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name Conversion Shares on Annex Bthe date hereof, with an exercise price equal to $0.10, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) on or prior to the Closing Date, the duly executed Lock-Up Agreements; and (vivii) the Registration Rights Agreement duly executed by Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (or such later date set forth below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iviii) within 5 Trading Days after the Closing Date, the Shares and a Warrant Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase acquire up to the number of shares of Common Stock set forth opposite equal to 40% of the Shares to be issued to such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viiv) the Registration Rights Agreement duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser or Hunter, as the case may be the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Common Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iviii) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex BPlacement Agent Warrants; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viiv) the Registration Rights Agreement duly executed by the Company.; and (v) an executed Lock-Up Agreement in the form attached hereto as Annex B from each of R▇▇▇▇▇▇ From and Peyton, Chandler & S▇▇▇▇▇▇▇, Inc. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer of same day funds to the account as specified in writing by the CompanyEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counseloutside counsel to the Company, substantially addressed to the Purchasers, in a form reasonably acceptable to the form of Exhibit B attached heretoPurchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B Note registered in the name of such Purchaser in the principal amount of such Purchaser’s Subscription Amount set forth on the signature page hereto executed by such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock equal to 200% of the number of Note Shares that would be issuable upon conversion of such Purchaser’s Note as of immediately following Closing (rounded down to the nearest whole share), with an exercise price equal to $2.61, subject to adjustment as set forth opposite the Purchaser’s name on Annex Btherein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerVice President, Finance; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer of immediately available funds to the account of the Company specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoreasonable acceptable to the Purchasers; (iii) a copy of the irrevocable instructions Shares equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, shall be delivered pursuant to Section 2.1 above; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BShares, with an exercise price equal to $1.66, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Company shall have provided each Purchaser with the Company’s wire instructionsRegistration Rights Agreement, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; andCompany; (vi) the Registration Rights Agreement duly executed by Lock-Up Agreements; and (vii) the CompanyProspectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) Such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Registration Rights Agreement duly executed by such PurchaserCompany.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B A attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;; and (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 25% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $3.00, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanyClosing Date). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Escrow Agent the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant Note registered in the name of such Purchaser with a principal amount equal to purchase up to the number of shares of Common Stock set forth opposite the such Purchaser’s name on Annex BClosing Subscription Amount; (viv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Escrow Agreement duly executed by the Company; and (v) Intercreditor Agreement duly executed by the Company and the Junior Lenders. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Escrow Agent the following: (i) this Agreement duly executed by such Purchaser; (ii) Intercreditor Agreement duly executed by Purchaser; (iii) Escrow Agreement duly executed by each Purchaser; (iv) such Purchaser’s Closing Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iiiv) the Registration Rights Agreement duly executed by such Purchaser’s Series G Preferred Stock being surrendered and exchanged for Notes.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Warrant Preferred Investment Option registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BShares, with an exercise price equal to $12.00, subject to adjustment therein; (v) the Lock-Up Agreements; (vi) the Company shall have provided each Purchaser with the CompanyEscrow Agent’s wire instructions, on Company letterhead and executed by the Chief Executive Officer, the Chief Financial Officer or Chief Financial Officerthe General Counsel; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the each Closing DateDate (unless otherwise indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) at the First Closing, this Agreement duly executed by the Company; (ii) at the First Closing, a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy certificate evidencing a number of the irrevocable instructions shares of Preferred Stock equal to such Purchaser’s Subscription Amount as to the Transfer Agent instructing applicable Closing divided by the Transfer Agent to issueStated Value, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to and evidence of the number filing and acceptance of shares the Certificate of Common Stock set forth opposite Designation from the Purchaser’s name on Annex BSecretary of State of Delaware; (iv) the Voting Agreements; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerLock-Up Agreement; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 60% of the Purchaser’s name on Annex Bnumber of Shares purchased, with an exercise price equal to $1.00 subject to adjustment therein; (v) the Company shall have provided Lockup Agreement in the form of Exhibit D hereto executed by each Purchaser with director and each of the five senior executive officers named as such in the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officermost recent proxy statement; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BConversion Shares, with an exercise price equal to $0.70, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Company shall have provided each Purchaser with the Company’s wire instructionsSubsidiary Guarantee, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officerparties thereto; (vi) the Lock-Up Agreements; and (vivii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretoPurchase Notice; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a whole number of shares of Common Stock equal to 1/3rd of such Purchaser’s Shares, with an exercise price equal to $2.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); provided, however, the number of shares of Common Stock set forth opposite subject to such Warrant shall be rounded up to the Purchaser’s name on Annex B;nearest whole number so that the Warrant is not exercisable in part into a fraction of a share; and (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer instructions or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companybank account number. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount, which shall be deducted from the Maximum Amount or the Participation Amount delivered by wire transfer to the account specified such Purchaser in writing by the Companyaccordance with Section 2.5(b) or Section 2.6(b) as applicable; and (iii) any documentation reasonably necessary for the Registration Rights Agreement duly executed by Transfer Agent to establish an account for such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $1.00, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached heretocustomary and reasonable form; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a 3-year Warrant (Exhibit A) registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex BShares, with an exercise price equal to $0.26, subject to adjustment therein; (v) a 4-year Warrant (Exhibit A-2) registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $0.52, subject to adjustment therein; (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company.; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially certificate (or entry in the form of Exhibit B attached hereto; (iiiCompany’s book entry stock ledger) evidencing a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite shares of Series B Preferred Stock (or at the Purchaser’s name on Annex B registered in the name election, Series B-1 Preferred Stock or Series B-2 Preferred Stock) equal to 100% of such Purchaser; (iv) a Warrant ’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser to purchase up to and evidence of the number filing and acceptance of shares the Series B Certificate of Common Stock set forth opposite Designation (or the Purchaser’s name on Annex BSeries B-1 Certificate of Designation or Series B-2 Preferred Stock) from the Secretary of State of Delaware; (viii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) an Officer’s Certificate, in form and substance satisfactory to the Purchasers; and (viv) Secretary’s Certificate, in form and substance satisfactory to the Registration Rights Agreement duly executed by the CompanyPurchasers. (b) On In addition to delivering the Subscription Amount as contemplated by Section 2.1, on or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to a duly executed accredited investor questionnaire in the account specified in writing by the Companyform annexed hereto as Exhibit D; and (iii) the Registration Rights Agreement duly executed by such Purchaser’s Subscription Amount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) a certificate in the name of each Purchaser for Preferred Shares equal to the number of Preferred Shares as set forth on the signature page hereto executed by each such Purchaser; (vi) a Warrant registered in the name of such Purchaser to purchase up to the number of Warrant Shares as set forth on the signature page hereto executed by such Purchaser, with an exercise price equal to $0.78 per share, subject to adjustment therein; and (vivii) an irrevocable letter of instruction to the Registration Rights Agreement duly Transfer Agent to either issue a certificate evidencing a number of Preferred Shares equal to such shares purchased by each Purchaser as set forth on the signature page hereto executed by such Purchaser and registered in the Company.name of such Purchaser or provide evidence of book entry of the number of Preferred Shares equal to such Purchaser’s Preferred Shares as set forth on the signature pages hereto executed by such Purchasers (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $2.24, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by in the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserEscrow Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the certificate evidencing a number of Shares set forth opposite the shares of Preferred Stock equal to such Purchaser’s name on Annex B Subscription Amount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to the Purchaser’s name on Annex BSubscription Amount divided by the Exercise Price, with an exercise price equal to $0.54, subject to adjustment therein; (v) the Registration Rights Agreement; and (vi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement and the Guarantee Agreement duly executed by the CompanyCompany and its Subsidiaries (as applicable); (ii) a legal opinion of Company CounselNote with a principal amount equal to such Purchaser’s Subscription Amount divided by 0.85, substantially registered in the form name of Exhibit B attached heretosuch Purchaser; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number an amount of Shares set forth opposite the equal to (i) 2,300,000 multiplied by (ii) such Purchaser’s name on Annex B Subscription Amount divided by (iii) $2,000,000, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the wire instructions of the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerOfficer of the Company; (v) an opinion of counsel to the Company in form and substance satisfactory to the Purchasers; (vi) an irrevocable letter of instruction to the Transfer Agent in form and substance satisfactory to the Purchasers; and (vivii) the Registration Rights Company shall have delivered to such Purchaser such other documents relating to the transactions contemplated by this Agreement duly executed by the Companyas such Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement and the Guarantee Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered (or deliver at a later time as approved by the Purchaser) to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) certificate evidencing a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite equal to such Purchaser's Subscription Amount divided by the Purchaser’s name on Annex B Per Share Purchase Price, registered in the name of such Purchaser; (iviii) a Warrant of the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase acquire up to the number of shares of Common Stock set forth opposite equal to 100% of the Shares to be issued to such Purchaser’s name on Annex B;, (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viiv) the Registration Rights Agreement of the form of Exhibit A hereto duly executed by the Company; and (v) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iv) a Series A Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BSubscription Amount divided by $0.05; (v) a Series B Warrant registered in the Company shall have provided each name of such Purchaser with the Companyto purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s wire instructions, on Company letterhead and executed Subscription Amount divided by the Chief Executive Officer or Chief Financial Officer$0.05; and (vi) an Escrow Agreement between the Registration Rights Agreement Company, Company Counsel and the Purchasers duly executed by attached hereto as Exhibit E (the Company.“Escrow Agreement”) (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Escrow Agreement duly executed by such Purchaser; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; and (viiv) a Warrant registered in the Registration Rights Agreement duly executed by the Companyname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.71 per share, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the form of Exhibit B attached heretoPlacement Agent; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BShares, with an exercise price equal to $2.25, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) the Lock-Up Agreements; and (vivii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares purchased hereunder, with the Company’s wire instructionsan exercise price equal to $0.50, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; (iii) an Accredited Investor Questionnaire duly prepared by such Purchaser, in the form of Annex B attached hereto; (iv) a Canadian Accredited Investor Questionnaire duly prepared by such Purchaser, in the form of Annex C attached hereto; and (iiiv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form agreed to prior to the execution of Exhibit B attached heretothis Agreement; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 75% of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $0.75, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to Amount, which shall be made available for “Delivery Versus Payment” settlement with the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer Agent transfer agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 30% of the Shares issuable to such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser , with the Company’s wire instructionsan exercise price equal to $7.41, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company (except as noted) the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the applicable Closing DateDate (or as otherwise indicated below), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) At the Closing, this Agreement duly executed by the Company; (ii) At the Closing, a legal opinion of Company Counsel, substantially in certificate evidencing the form of Exhibit B attached heretofour (4) Commitment Shares; (iii) At the Closing, a copy certificate evidencing ninety six (96) shares of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuePreferred Stock; (iv) An original Warrant, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to , for the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructionsin Section 2.1(a), on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company; and (v) An irrevocable letter of instruction to the Company's Transfer Agent, instructing the Transfer Agent to maintain for the benefit of the Purchaser, 171,428,577 shares of its common stock and at all times thereafter three times (3x) the number of common shares needed to by the Purchaser to convert and/or exercise all shares of Preferred Stock and Warrants held by the Purchaser. The reserve amount shall be increased from time to time to ensure appropriate coverage for Securities issued or issuable to Purchaser. (b) On or prior to the applicable Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this This Agreement duly executed by such the Purchaser;; and (ii) such the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) Company together with the Registration Rights Agreement duly executed by such Purchasersubscription form attached as an Exhibit below.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iviii) a an Ordinary Share Warrant registered in the name of such Purchaser to purchase up to the number of shares Ordinary Shares equal to [300]% of Common Stock set forth opposite the such Purchaser’s name on Annex BShares, with an exercise price equal to US$[5.00], subject to adjustment therein; (viv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viv) the Registration Rights Agreement duly executed by the CompanyAffiliate Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser▇▇▇▇▇▇▇▇▇’s Subscription Amount by wire transfer to the bank account of the Company specified in writing by the Company or such Purchaser’s surrender letter which surrender the credit owned to such Purchaser related to its respective outstanding debt owed by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.Purchaser Lock-Up Agreement;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and, (viiii) the Registration Rights Assignment Agreement duly executed by the Company.; and (iv) subject to Section 2.1 and 2.2, an irrevocable letter of instruction to the Company’s Transfer Agent, instructing the Transfer Agent to deliver in book-entry form the Initial Shares registered in the name of the respective Purchasers and the Escrow Shares in the Share Escrow Account; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchasereach Purchaser (for the Initial Closing only); (ii) such each Purchaser’s Subscription Amount cash payment for the Securities to be purchased by wire transfer to it on the account specified in writing by the Company; andClosing Date; (iii) the Registration Rights Agreement if an entity, duly executed copies of each Purchaser’s governing documents (for the Initial Closing only); (iv) duly executed copies of the accredited investor questionnaires completed by such Purchaser, and if an entity, such Purchaser’s members, stockholders or other equity owners (for the Initial Closing only); (v) if an entity, duly executed copies of the Representation Letter from each member, stockholder or other equity owner of such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially Counsel in form and substance reasonably acceptable to the form of Exhibit B attached heretoPlacement Agent and each Purchaser; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, on an expedited basis, in book-book entry form, the form evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $13.00, subject to adjustment therein; and (vi) the Lock-Up Agreements; and (vii) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Company’s Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up Placement Agent Fee by wire transfer to the number of shares of Common Stock set forth opposite account as specified in writing by the Purchaser’s name on Annex BPlacement Agent; (v) the Company shall have provided each Purchaser with Placement Agent Warrant, registered in the Company’s wire instructions, on Company letterhead and executed by name of the Chief Executive Officer or Chief Financial OfficerPlacement Agent; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in Counsel mutually agreed upon by the form of Exhibit B attached heretoCompany and the Purchaser; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $0.51, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $0.74, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; and (viiv) a Warrant registered in the Registration Rights Agreement duly executed by the Companyname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.85 per share, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iviii) a Common Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite equal to 50% of the sum of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $.4455, subject to adjustment therein; and (viv) the Company shall have provided each Purchaser with the Company’s its wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account of the Company specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in on an expedited basis, book-entry form, the evidence of a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B;Shares, with an exercise price equal to $4.08, subject to adjustment as specified therein; and (v) a completed and executed copy of the Company shall have provided each Purchaser with the Company’s wire instructionsClosing Statement, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanyOfficer in their capacity as such. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) the Company’s wire instructions, on Company letterhead and executed by the President or Chief Financial Officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (ivv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 100% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $1.715, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserAmount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B C attached hereto; (iii) a copy certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Preferred Stock Subscription Amount divided by the Stated Value, registered in the name of such Purchaser and evidence of the irrevocable instructions filing and acceptance of the Certificate of Designation from the Secretary of State of Colorado; (iv) a Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Exchanged Principal Amount, registered in the name of such Purchaser;; and (ivv) a Warrant Debenture with a principal amount equal to such Purchaser’s Debenture Subscription Amount, registered in the name of such Purchaser (the Debentures delivered to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; a Purchaser under clauses (iv) and (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead herein may be aggregated and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companyissued as one Debenture to such Purchaser). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by Exchanged Securities of such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent Company’s transfer agent instructing the Transfer transfer agent to deliver via the Depository Trust Company Deposit Withdrawal Agent Commission System (“DWAC”) Shares equal to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 25% of such Purchaser’s name on Annex B;Subscription Amount divided by the Per Share Purchase Price, with an exercise price equal to $1.73, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); and (v) the Company shall Prospectus and Prospectus Supplement (unless the conditions set forth under Rule 172 under the Securities Act have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Companybeen satisfied). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion Note equal to 110% of Company Counsel, substantially such Purchaser’s Subscription Amount as set forth on the signature page hereto registered in the form name of Exhibit B attached heretosuch Purchaser (the “Notes”); (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B A Common Stock Purchase Warrants registered in the name of such Purchaser; (iv) a Warrant registered in , each representing the name of such Purchaser right to purchase up to the a number of shares of Common Stock set forth opposite the equal to such Purchaser’s name on Annex BSuch Purchaser pro rata portion of 400,000 total warrants, having an initial per share Exercise Price equal to $2.75, subject to adjustment as provided herein and therein; (iv) the Security Agreement and documents referred to therein duly executed by the Company and Subsidiaries; and (v) a certificate executed on behalf of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief its Principal Executive Officer or Chief Financial Officer; and Executive Officer (vieach as defined in the Exchange Act), dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) the Registration Rights Agreement duly executed by the Companyhave been fulfilled. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing Company; (iii) Accredited Investor Questionnaire duly executed by the Companyeach Purchaser; and (iiii) the Registration Rights Security Agreement duly executed by such Purchasereach Purchaser and the Collateral Agent.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B;equal to 1,600,000, with an exercise price equal to $0.01, subject to adjustment therein; and (v) the Company shall have provided each Purchaser Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the CompanySecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BShares, with an exercise price equal to $1.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the Purchaser’s name on Annex B registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock set forth opposite the Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; and (viiv) a Warrant registered in the Registration Rights Agreement duly executed by the Companyname of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.52 per share, subject to adjustment therein. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B D attached hereto; (iii) a copy of the irrevocable instructions Debenture with a principal amount equal to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth opposite the such Purchaser’s name on Annex B Principal Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name Conversion Shares on Annex B; the Closing Date, with an exercise price equal to $0.65, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) to Escrow Agent, such Purchaser’s Subscription Amount by wire transfer or certified check to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement and the Registration Rights Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in a form reasonably satisfactory to the form of Exhibit B attached heretoPurchasers; (iii) the Company’s wire instructions, on Company letterhead; and (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant , or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser Purchaser, which evidence shall be reasonably satisfactory to purchase up to the number of shares of Common Stock set forth opposite the such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement and the Registration Rights Agreement, duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount Amount, by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, a certificate evidencing the number of Purchased Shares set forth opposite the (up to 1,007,194) equal to such Purchaser’s name on Annex B Subscription Amount, registered in the name of such Purchaser; (iviii) a Warrant registered in the name of such Purchaser to purchase up to the same number of shares of Common Stock set forth opposite as the Purchaser’s name on Annex B;Shares (up to 1,007,194), with an exercise price of the same and price for the Purchased Shares ($2.78). (viv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue, in book-entry form, the deliver a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B; (v) the Company shall have provided each Purchaser Shares, with the Company’s wire instructionsan exercise price equal to $4.50, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officersubject to adjustment therein; and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex B; Shares, with an exercise price equal to $6.50, subject to adjustment therein (v) such Warrant certificate may be delivered within three Trading Days of the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial OfficerClosing Date); and (viv) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the form of Exhibit B attached heretoIntroducing Broker; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issuedeliver, in book-entry formon an expedited basis, the a certificate evidencing a number of Shares set forth opposite the equal to such Purchaser’s name on Annex B Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the a number of shares of Common Stock set forth opposite the equal to 50% of such Purchaser’s name on Annex BShares, with an exercise price equal to $0.70, subject to adjustment therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the CompanyEscrow Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.