Common use of Conditions of the Purchaser’s Obligations Clause in Contracts

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) a. The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) b. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) c. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) d. The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form attached hereto as Exhibit D.C. (g) e. The Purchasers Series A Certificate of Designation shall have received been duly filed with the Security Agreements Secretary of State of the State of Delaware. f. As further described in the forms attached hereto Investor Rights Agreement, D▇▇▇▇ ▇▇▇▇▇, T▇▇ ▇▇▇▇▇▇ and a representative of Trident Capital (the “Investor Designees”) shall be elected to the Board of Directors of the Company, with T▇▇ ▇▇▇▇▇▇ as Exhibit E-1 Chairman of the Board of Directors. Three existing members of the Board of Directors shall have resigned from the Board of Directors, leaving four prior members and Exhibit E-2the Investor Designees on the Board of Directors. Each Investor Designee shall be entitled to serve on any committee of the Board of Directors, subject to compliance with applicable securities laws and the rules and regulations of the applicable exchange on which the Company’s common stock are then quoted or traded. Each Investor Designee shall execute a director indemnification agreement upon election to the Board of Directors. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) g. The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) h. The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the i. The Company shall have filed (amended its certificate of incorporation and bylaws as necessary to give effect to the provisions set forth herein or authorized in the filing of) all UCC Transaction Documents. j. The Company shall have executed and similar financing statements in form and substance satisfactory delivered to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)Investor Rights Agreement. (n) k. The Company shall have furnished to the Purchaser a certificate from the transfer agent of the Securities, certifying as to the outstanding securities of the Company. l. On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇ & Whitney LLP, counsel to the Company, with respect to the Securities authorization of the Shares, the Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (ge) The Purchasers shall have received a right of first refusal on any financing in which the Security Agreements in Company is the forms attached hereto as Exhibit E-1 issuer of debt or equity securities between the Closing Date and Exhibit E-2the date of effectiveness of the Second Registration Statement. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (jf) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory submitted to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)six month forward cash flow plan. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and a Note or pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers Upon Conversion, Purchaser shall have received an opinion of legal ▇▇▇▇▇▇▇ Savage ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfiedterms, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior Purchaser. Prior to the Closing Dateclose of this transaction, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale give Purchaser immediate notice of the Securities as contemplated hereinoccurrence of any event or the receipt by Company of any notice or knowledge the effect of which would be to make a representation or warranty of Company herein untrue or misleading if made on or immediately following the occurrence of such event or the receipt of such notice or knowledge. Company hereby agrees to protect, indemnify, and defend Purchaser, and Purchaser’s nominee, against and to hold Purchaser, and Purchaser’s nominee, harmless from any and all costs, claims, losses, attorneys’ fees, liabilities, and other expenses that Purchaser, or Purchaser’s nominee, may incur or to evidence which Purchaser, or Purchaser’s nominee, may be exposed as a result of Company’s breach of or the accuracy falsity of any of the Company’s representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere warranties in this Agreement shall be reasonably satisfactory or as a result of Company’s breach of or failure to perform or observe any of Company’s covenants in form and substance to the Purchasersthis Agreement.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.B. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (je) The Company shall have received obtained any and all consents, permits and waivers necessary governmental and third party waivers, consents and approvalsor appropriate for consummation of the transactions contemplated by the Transaction Documents. (kf) The Company shall have complied with all applicable securities lawspaid the fees and expenses set forth in Section 15. (lg) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise All proceedings in connection with the transaction transactions contemplated hereby; at the Closing Date and all opinions and certificates mentioned above or elsewhere in this Agreement documents incident to such transactions shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and its special counsel.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, from ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP with respect to the Securities authorization of the Series I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (je) The Company shall have received all necessary governmental and third party waivers, consents and approvalsretained a qualified Chief Financial Officer. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form attached hereto as Exhibit D.C. (ge) The Purchasers $5,338,000 in principal amount of outstanding promissory notes advanced to the Company from July 2007 to February 2008, together with accrued interest (the “Earlier Notes”), shall have received been tendered, pursuant to that certain Securities Subscription Agreement dated as of June 4, 2008 by and among the Security Agreements Company and holders of Series A Preferred Stock, in exchange for shares of Series A Preferred Stock having such rights, preferences and privileges as set forth in the forms attached hereto Certificate of Designations of Series A Preferred Stock as Exhibit E-1 and Exhibit E-2. filed with the Secretary of State of the State of Delaware (hthe “Series A Certificate of Designations” and, together with the Series B Certificate of Designations, the “Certificates of Designations”) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F.A-2, as more specifically set forth in Schedule II. All holders surrendering Earlier Notes shall have waived any anti-dilution, participation and other rights such holders may have, if any, in connection with the transactions contemplated hereby. (f) The holders of rights to receive $1,200,000 of shares of Series A Preferred Stock of the Company pursuant to subscription agreements entered into in April 2008 and May 2008 (the “Old Series A Stock”), as more specifically set forth in Schedule I, shall have waived all rights to receive such Old Series A Stock, in exchange for 60,000,000 Shares of Series B-1 Stock pursuant to this Agreement. All Purchasers surrendering rights to Old Series A Stock shall have waived any anti-dilution, participation and other rights such Purchasers may have, if any, in connection with the transactions contemplated hereby. (g) The holders of $800,000 in principal amount of promissory notes issued in February 2008 and March 2008, together with any associated warrants (the “Recent Notes and Warrants” and, together with the Earlier Notes, the Old Series A Stock and any warrants issued in connection therewith, the “Prior Securities”), as more specifically set forth in Schedule I, shall have tendered such notes and warrants representing the Recent Notes and Warrants in exchange for 40,000,000 Shares of Series B-1 Stock pursuant to this Agreement. All Purchasers surrendering Recent Notes and Warrants shall have waived any anti-dilution, participation and other rights such Purchaser may have in connection with the transactions contemplated hereby. (h) The holders of $1,200,000 in principal amount of promissory notes entered into in May 2008 (the “Recent Promissory Notes”), as more specifically set forth in Schedule I, shall have tendered such promissory notes in exchange for 60,385,275 Shares of Series B-1 Stock pursuant to this Agreement. (i) The Purchasers Series A Certificate of Designations and the Series B Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware. Prior to the Second Closing Date, the Company’s certificate of incorporation and the Series B Certificate of Designations shall have been amended to authorize and designate additional shares of Series B Stock in an amount sufficient to allow for the full amount of the Series B Stock contemplated to be issued on the Second Closing Date under Section 3(c) hereof .. (j) As further described in the Investor Rights Agreement, D▇▇▇▇ ▇▇▇▇▇, T▇▇ ▇▇▇▇▇▇ and a representative of Trident Capital (the “Investor Designees”) shall be elected to the Board of Directors of the Company, with T▇▇ ▇▇▇▇▇▇ as Chairman of the Board of Directors. Three existing members of the Board of Directors shall have resigned from the Board of Directors, leaving four prior members and the Investor Designees on the Board of Directors. Each Investor Designee shall be entitled to serve on any committee of the Board of Directors, subject to compliance with applicable securities laws and the rules and regulations of the applicable exchange on which the Company’s common stock are then quoted or traded. Each Investor Designee shall execute a director indemnification agreement upon election to the Board of Directors. (k) As further described in the Investor Rights Agreement, the Company shall have agreed that one of the four prior members of the Board of Directors shall resign at such time as requested by holders of a majority of the outstanding shares of Series B Stock to permit election of a new seventh member of the Board of Directors approved by a majority of the remainder of the Board of Directors. (l) The Lead Investors shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (jm) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (kn) The Company shall have received full subscription of at least $5,500,000 of Series B-1 Stock to be issued at the Initial Closing pursuant to this Agreement. (o) The Company shall have complied with all applicable securities laws. (lp) As soon as reasonably practicable following the Initial Closing, the The Company shall receive a fairness opinion with regard have amended its certificate of incorporation and bylaws as necessary to valuation mattersgive effect to the provisions set forth herein or in the Transaction Documents. (mq) On or prior to the date of the Initial Closing, the The Company shall have filed (or authorized the filing of) all UCC executed and similar financing statements in form and substance satisfactory delivered to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)Investor Rights Agreement. (nr) The Company shall have furnished to the Lead Investors a certificate from the transfer agent of the Securities, certifying as to the outstanding securities of the Company. (s) On or prior to the Closing Date, the Company shall have furnished to the Purchasers Lead Investors such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the PurchasersLead Investors.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the PurchaserPurchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser Purchasers relating to the issuance of the Securities or any Purchaser’s Purchasers' activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers Common Stock Purchase Agreement between the Purchasers, Linsang Partners, LLC and Linsang International L.P. (collectively, the "LINSANG GROUP") shall have received been executed and performed by all parties thereto, and all the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel conditions to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date obligations of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory Linsang Group to sell to the Purchasers at the appropriate offices to create a valid and perfected security interest those shares referenced in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company such Common Stock Purchase Agreement shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasersbeen satisfied.

Conditions of the Purchaser’s Obligations. The obligation obligations of each Purchaser the Purchasers to purchase and pay for consummate the Securities at each Closing Date is subject to the following conditions unless waived in writing by the PurchaserPurchasers: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any either Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, Company with respect to the Securities authorization of the Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. with respect to the Securities authorization of the Series B Stock and the Conversion Shares, and other customary matters consistent with that previously provided to the Purchasers in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, connection with the results prior purchases of their due diligence investigation with respect to securities from the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to Christopher K. Brenner, P.C. with ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇zation of the CompanySeries A Stock, with respect to the Securities Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (ge) The Purchasers shall have received pro forma financial statements relating to the Security Agreements in Company's prospective acquisitions and biographical information regarding the forms attached hereto as Exhibit E-1 Company's officers and Exhibit E-2directors. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (jf) The Company shall have received all necessary governmental obtained and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard delivered to valuation matters. (m) On or prior to the date Purchasers approval by Crestview Captial ___ of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)terms of this transaction. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇ & Whitney LLP, counsel to the Company, with respect to the Securities authorization of the Shares, the Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers and Placement Agent shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(aparagraphs 6(a) and 4(b(b). (d) The On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A.Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers and Placement Agent shall have received an opinion of legal ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., counsel to the Company, with respect to the Securities authorization of the Shares and the Warrant Shares and other customary matters in substantially the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 C and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfiedsubject to customary assumptions, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental limitations and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date qualifications for transactions of the Initial Closing, type contemplated by the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)Transaction Documents. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers Purchaser shall have received an opinion of legal counsel to the CompanyG▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP with respect to the Securities authorization of the Series G Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation obligations of each the Purchaser to purchase and pay for the Securities at each Closing Date is hereunder are subject to the following conditions unless waived accuracy of the representations and warranties of the Operating Partnership and the Company herein included, to the performance by the PurchaserOperating Partnership and the Company of their respective obligations hereunder, and to the following further conditions: (a) The At each Closing Date, (i) no proceedings shall be pending or, to the knowledge of the Operating Partnership or the Company, threatened against the Operating Partnership, the Company or any Subsidiary before or by any Federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in any Material Adverse Effect, (ii) the representations and warranties of the Company contained set forth in this Agreement Section 1 hereof shall be true and correct on accurate as though expressly made at and as of the such Closing Date. The ; and (iii) each of the Operating Partnership and the Company shall have has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date. (b) None At each Closing Date, the Purchaser shall have received a certificate executed by the president or chief executive officer and the chief financial officer of the issuance and sale Company, dated as of such Closing Date, on behalf of the Securities pursuant to this Agreement or any Company and as general partner of the transactions contemplated by any of Operating Partnership, certifying that the other Transaction Documents shall be enjoined (temporarily or permanently) representations and no restraining order or other injunctive order shall warranties contained in Section 1 are accurate as if made at the applicable Closing Date and that the conditions precedent set forth in this Section 6 have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documentssatisfied. (c) The Purchasers At each Closing Date, the Purchaser shall have received certificates, dated the Closing Date and signed a certificate executed by the Chief Executive Officer and the Chief Financial Officer secretary of the Company, dated as of the date hereof, on behalf of the Company and as general partner of the Operating Partnership, certifying as to the effect resolutions of Sections 4(a) the board of directors of the Company, on behalf of the Company and 4(b)as general partner of the Operating Partnership, and other limited partnership and corporate proceedings relating to the authorization, execution, and delivery of this Agreement and the consummation of the transactions contemplated hereby. (di) The Purchasers At the initial Closing Date, the Purchaser shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the CompanyAmendment No. 5, with respect to the Securities and other customary matters substantially in the form attached hereto as Exhibit D. A-1, duly executed by the Company, on its own behalf and in its capacity as general partner of the Operating Partnership, and the Purchaser; and (gii) The Purchasers shall have received the Security Agreements at each Closing Date, a certificate or book entry registered in the forms attached hereto name of the Purchaser representing the number of Series D Preferred Units to be purchased by the Purchaser pursuant to Section 3 (the “Series D Preferred Units Certificate”), duly executed by the Company, in its capacity as Exhibit E-1 and Exhibit E-2general partner of the Operating Partnership. (he) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the At each Closing Date, counsel for the Company Purchaser shall have been furnished to the Purchasers with such additional information, certificates and documents as they it may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, included; and all proceedings taken by the Operating Partnership or otherwise the Company that are necessary in connection with the transaction contemplated hereby; issuance and all opinions and certificates mentioned above or elsewhere in this Agreement sale of the Series D Preferred Units shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel. If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Operating Partnership and the Company at any time at or prior to the final Closing Date, and such termination shall be without liability of any party to any other party, except that the provisions concerning payment of expenses under Section 5 hereof, the provisions concerning indemnification under Section 7 hereof, and the provisions relating to governing law shall remain in effect.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) The representations and warranties of made by the Company contained in this Agreement qualified as to materiality shall be true and correct at all times prior to and on and as of the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by the Company in this Agreement not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have complied performed in all material respects with all agreements obligations and satisfied all conditions on its part herein required to be performed or satisfied hereunder at observed by it on or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Basic Documents or the SEC Disclosure Documents. (c) The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Securities all of which shall be in full force and effect. (d) The Company shall have received (A) written notice from Nasdaq to the effect that the issuance and sale of the Securities as contemplated hereby will not require shareholder approval pursuant to the requirements of Nasdaq Marketplace Rule 4350(i), and (B) oral confirmation from Nasdaq that the Shares and the Warrant Shares shall have been approved for inclusion in The Nasdaq SmallCap Market upon official notice of issuance. (e) The Purchasers and Placement Agent shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(aparagraphs 5(a), (b), (c) and 4(b(d). (df) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Basic Documents and the issuance of the Securities, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Basic Documents and related documents on behalf of the Company. (g) On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A.Closing Date, subject to the Enforceability Exceptions. (eh) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers and Placement Agent shall have received an opinion of legal ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F.E. (i) The Purchasers No stop order or suspension of trading shall be satisfiedhave been imposed by Nasdaq, in their sole discretion, with the results of their due diligence investigation Commission or any other governmental regulatory body with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest public trading in the Collateral (as defined in the Security Agreements)Common Stock. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to selected by the Company, Company with respect to the Securities authorization of the Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (ge) The Purchasers shall have received the Security Agreements Major Investors (as defined in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (hSection 8 hereof) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (jf) The Company’s Board of Directors shall have approved the Series C Certificate of Designations, in substantially the form as set forth on Exhibit C hereto. (g) The Company shall have received all necessary governmental and third party waivers, consents and approvals, other than the Stockholder Approval referred to in Section 3(e) hereof. (kh) The Company shall have complied with all applicable securities laws. (li) On or prior to the date of the Initial Closing, the Company shall have authorized the filing of an amendment to the certificate of incorporation of the Company as necessary to give effect to the provisions set forth herein or in the Transaction Documents. (j) The Security Agreement shall have been duly executed by the Company and the parties thereto. (k) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (l) As soon as reasonably practicable following the Initial Closing, the Rights Agreement shall be amended so as to satisfy the covenant set forth in Section 3(f) hereof. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security AgreementsAgreement). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers Major Investors such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the PurchasersMajor Investors.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date Preferred Stock is subject to the following conditions unless waived in writing by the each Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities Preferred Stock pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Preferred Stock or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Preferred Stock and the Conversion Shares and other customary matters in the form attached hereto as Exhibit D.C-1. (ge) The Purchasers shall have received an opinion of Sidley Austin LLP, counsel to the Security Agreements in Company, with respect to the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement matters in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the CompanyC-2. (jf) All of the conditions precedent to the obligations of the Company contained in Article VIII of the Contribution Agreement shall have been satisfied. (g) The Company shall have received all necessary governmental entered into employment agreements with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and third party waivers▇▇▇ ▇▇▇▇▇▇▇, consents and approvals. employment or consulting agreements with each of ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ (k) The Company shall have complied together with all applicable securities laws. (l) As soon as reasonably practicable following the Initial ClosingMessrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior “Management”). The equity compensation payable to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory Management pursuant to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement employment and/or consulting agreements shall be reasonably satisfactory in form and substance to the Purchaserssubstantially as set forth on Schedule B hereto.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the each Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit C. (e) The Purchasers shall have a right of first refusal on any financing in which the Company is the issuer of debt or equity securities between the Closing Date and the date of effectiveness of the Registration Statement. (f) The Company shall have received the consent of the holders of the Company’s Convertible Senior Secured Fixed Rate Notes, as amended, to defer payments due on the Notes and other matters in substantially the form attached hereto as Exhibit D. (g) The Purchasers Company shall have received delivered to Mercator Advisory Group, LLC the Security Agreements in share certificates for the forms attached hereto as Exhibit E-1 shares of the Company’s Series E Convertible Preferred Stock issued to MMF, MMF III and Exhibit E-2Focus Fund LP. (h) The Purchasers Company and the respective holders of the Series F Stock shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, entered into an agreement that the Company shall receive a fairness opinion with regard to valuation matterswill not issue and sell additional shares of Series F Stock. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC with respect to the Securities authorization of the Note, the ADM Warrants, the Ivivi Warrants and the ADM Common Stock and the Ivivi Common Stock issuable upon the conversion or exercise of each of the above and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each the Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers Purchaser shall have received an opinion of legal ▇▇▇▇▇▇▇ Savage ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel to the Company, and/or Florida counsel reasonably satisfactory to the Purchaser, with respect to the Securities authorization of the Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (ge) The Purchasers Purchaser shall have received a copy of a fully executed GMI Purchase Agreement; which agreement shall provide, inter alia, that all funds (including the Security Agreements in Purchase Price for the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect Series E Stock that has been wired to the Company. (j) The Company shall have received all necessary governmental and third party waiversattorney’s escrow account of ▇▇▇▇▇▇▇ ▇▇▇▇▇, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial ClosingEscrow Agent, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior will only be released to the date of ▇▇▇▇/▇▇▇▇▇▇ Group upon written confirmation that the Initial Closing, the Company shall General Media Debtors have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)emerged from bankruptcy. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Documents or the SEC Basic Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(a6(a) and 4(b(b). (d) The On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A.Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers On or before the Closing Date, the Nasdaq National Market shall have received provided verbal confirmation that no approvals are needed from such organization in order to consummate the Warrants in sale of the forms attached hereto Shares as Exhibit B.contemplated herein. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form form, with respect to the opinions to be given, attached hereto as Exhibit D.EXHIBIT A. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental issued and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed sold (or authorized the filing ofconcurrently issue and sell) all UCC and similar financing statements in form and substance satisfactory at least 2,900,000 shares of its Common Stock to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)purchase price of at least $2.40 per share. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D.C. (gf) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 D-1 and Exhibit E-2D-2. (hg) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F.E. (ih) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (ji) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (kj) The Company shall have complied with all applicable securities laws. (lk) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (ml) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (nm) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Execution Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Execution Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Execution Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP legal counsel to the Company, with respect to the Securities authorization of the Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (je) The Company shall have received all necessary governmental and third party waiversobtained, consents and approvals. on or before forty (k40) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following days after the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Execution Date, the Company shall have furnished shareholder approval required pursuant to the Purchasers such additional information, certificates and documents as they may reasonably require NASDAQ Small Cap Market rules for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the PurchasersTransaction Documents.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date Units is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) : The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) . None of the issuance and sale of the Securities Units pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Units or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Documents or the SEC Basic Documents. (c) . The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(a6(a) and 4(b(b). (d) The . On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A. (e) The Purchasers shall have received Closing Date, subject to the Warrants in the forms attached hereto as Exhibit B. (f) Enforceability Exceptions. The Purchasers shall have received an opinion of legal O'Melveny & ▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Units and other customary matters in the form form, with respect to the opinions to be given, attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.B.

Conditions of the Purchaser’s Obligations. The obligation obligations of each the Purchaser to purchase and pay for the Securities at each Closing Date is hereunder are subject to the following conditions unless waived by accuracy of the Purchaser: (a) The representations and warranties of the Company contained in this Agreement herein included, to the performance by the Company of its obligations hereunder, and to the following further conditions: (a) At each Closing Date, (i) no proceedings shall be true pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary before or by any Federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in any Material Adverse Effect, (ii) the representations and correct on warranties set forth in Section 1 hereof shall be accurate as though expressly made at and as of the each such Closing Date. The ; and (iii) the Company shall have has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date. (b) None At the initial Closing Date, the Purchaser shall have received the Amendment and the Operating Agreement, respectively, duly executed by the Company and on behalf of the issuance existing members (via power of attorney), and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the At each Closing Date, counsel for the Company Purchaser shall have been furnished to the Purchasers with such additional information, certificates and documents as they it may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise included; and all proceedings taken by the Company that are necessary in connection with the transaction contemplated hereby; issuance and all opinions and certificates mentioned above or elsewhere in this Agreement sale of the Preferred Units shall be reasonably satisfactory in form and substance to the PurchasersPurchaser and its counsel. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that the provisions concerning payment of expenses under Section 4 hereof, the provisions concerning indemnification under Section 6 hereof, and the provisions relating to governing law shall remain in effect.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for consummate the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers Purchaser shall have received an opinion of legal counsel to the Company▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP with respect to the Securities authorization of the Series H Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.E.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b)(b) have been duly satisfied. (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP with respect to the Securities authorization of the Series B Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (je) The Company shall have received all necessary governmental and third party waiversenters into a letter of intent for the acquisition of Astrophysics, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following Inc., a copy of which has been provided to the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or Purchasers prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each the Purchaser to purchase and pay for the Securities at each Closing Date Standby Shares is subject to the following conditions unless waived accuracy, on the date of this Agreement and on the Delivery Date, of the representations of the Company in this Agreement, to performance by the PurchaserCompany of its obligations under this Agreement and to each of the following additional conditions: (a) The Registration Statement must have become effective. (b) No order suspending the effectiveness of the Registration Statement may be in effect and no proceedings for such purpose may be pending before or threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) must have been complied with to the reasonable satisfaction of the Purchaser. (c) The Company, Executone and certain affiliates of the Purchaser shall have entered into a Share Exchange Agreement, dated as of even date herewith (the "Share Exchange Agreement"), all representations and warranties of the Company and Executone contained in this the Share Exchange Agreement shall be true and correct on and as of the Closing Date. The Company shall have complied in all material respects as of the date hereof and Executone and Unistar shall have performed all obligations and complied with all agreements agreements, undertakings, covenants and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to required under the Closing Date. (b) None Share Exchange Agreement as of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(a) and 4(b)date hereof. (d) The Purchasers Company and Executone shall have received entered into the Notes in Reorganization Agreement, as of even date herewith (the forms attached hereto as Exhibit A. (e) The Purchasers "Reorganization Agreement"), and the Company and Executone shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, with respect to the Securities performed all obligations and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon agreements, undertakings, covenants and conditions required under the Reorganization Agreement as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to of the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)hereof. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the each Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Knowledge of the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 7(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal Faegre & ▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Preferred Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (e) The Company shall have entered into a Registration Rights Agreement with the Purchasers substantially in the form of Exhibit C hereto. (f) The Company shall have entered into a merger agreement (the “Merger Agreement”) substantially in the form of Exhibit E hereto with a NASDAQ listed company (the “Public Company”) identified by MAG and acceptable to the Company providing for the merger of a wholly owned subsidiary of the Public Company into the Company, with the Company as the surviving entity (the “Merger”). Pursuant to the Merger, (i) the Public Company shall issue sufficient shares to the Company such that the Company’s shareholders on a fully diluted basis (including the Series A Preferred Stock) shall own 92.0% of the resulting entity and the Public Company shareholders on a fully diluted basis shall own 8.0% of the resulting entity; (ii) the management and board of directors of the Company shall remain the management and board of directors following the closing of the Merger; and (iii) the existing business assets and liabilities of the Public Company will be spun off or sold. Such Merger Agreement shall remain in full force and effect and shall not have been terminated by any party thereto as of the Closing Date. (g) The Purchasers Company shall have received entered into employment agreements with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the Security Agreements in “Management”). The equity compensation payable to the forms attached hereto Management pursuant to such employment and/or consulting agreements shall be substantially as Exhibit E-1 and Exhibit E-2set forth on Schedule B hereto. (h) The It shall be a condition to the obligations of the Initial Closing Purchasers that the Company shall have received the Subordination Agreement entered into lock up agreements in the form attached hereto as Exhibit F.F with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Alaskan, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇. (i) The Purchasers It shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect a condition to the Companyobligations of the Second Closing Purchasers that the Company shall have entered into lock up agreements in the form attached hereto as Exhibit F with each officer or director of the Company and any shareholder holding 100,000 or more shares of the Company Common Stock (other than the Purchasers). (j) The It shall be a condition to the obligations of the Second Closing Purchasers that the Company shall have received on or prior to the Second Closing Date executed waivers from each of its shareholders (other than the Purchasers) waiving any and all necessary governmental pre-emptive rights to purchase additional shares of Common Stock of the Company under any present or previous provisions of the Company’s Articles of Incorporation, and third party waiversreleasing any and all claims that any such shareholder may have against the Company related to any such pre-emptive rights, consents and approvalssuch waiver to be in a form Exhibit G hereto. (k) The Company It shall be a condition to the obligations of the Second Closing Purchasers that all conditions precedent to the closing of the Merger pursuant to the Merger Agreement shall have complied with all applicable securities lawsbeen satisfied or waived. (l) As soon as reasonably practicable following It shall be a condition to the Initial Closing, obligations of the Second Closing Purchasers that the Company shall receive have entered into an employment agreement with a fairness opinion with regard Chief Financial Officer reasonably acceptable to valuation matters. (m) On the Purchasers on or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Second Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇▇▇▇ & Associates, counsel to the Company, or California counsel reasonably satisfactory to the Purchasers, with respect to the Securities authorization of the Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (je) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory submitted to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements)six month forward cash flow plan. (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the CompanyEric P. Littman, P.A. with respect to the Securities authorization of the ▇▇▇▇▇▇ ▇ ▇▇▇▇▇, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the CompanyBeckman, Lieberman & Barandes, LLP with respect to the Securities authoriz▇▇▇▇▇ of ▇▇▇ ▇▇▇▇es D ▇▇▇▇▇, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, Agreement or the other Transaction Disclosure Documents or the SEC other Basic Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A.Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers On or before the Closing Date, the Nasdaq National Market shall have received provided verbal confirmation that no approvals are needed from such organization in order to consummate the Warrants in sale of the forms attached hereto Shares as Exhibit B.contemplated herein. (f) The Purchasers shall have received an opinion of legal ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Company, with respect to the Securities authorization of the Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.A.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, Steven Bell with respect to th▇ ▇▇▇▇▇▇▇▇▇tion of the Securities Series I Stock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.C. (ge) The Purchasers shall have received all of the Security Agreements in the forms Disclosure Schedules attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to completed by the Company. (jf) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date Market Price of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to Common Stock on the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement Date shall be reasonably satisfactory in form and substance less than or equal to the Purchasers$1.50 per share.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers shall have received an opinion of legal counsel to the Company, Ellenoff Grossman & Schole LLP with respect to the Securities authorization of the Ser▇▇▇ ▇ ▇▇ock, the Conversion Shares, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date is subject to the following conditions unless waived in writing by the Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s 's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser’s 's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the SEC Disclosure Documents. (c) The Purchasers Purchaser shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The Purchasers shall have received the Notes in the forms attached hereto as Exhibit A. (e) The Purchasers shall have received the Warrants in the forms attached hereto as Exhibit B. (f) The Purchasers Purchaser shall have received an opinion of legal ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, with respect to the Securities authorization of the Shares, the Warrant and the Warrant Shares and other customary matters in the form attached hereto as Exhibit D.B. (e) The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Transaction Documents. (f) The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware and shall continue to be in full force and effective as of the Closing Date. (g) The Purchasers Company shall have received paid the Security Agreements fees and expenses set forth in the forms attached hereto as Exhibit E-1 and Exhibit E-2Section 15. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise All proceedings in connection with the transaction transactions contemplated hereby; at the Closing Date and all opinions and certificates mentioned above or elsewhere in this Agreement documents incident to such transactions shall be reasonably satisfactory in form and substance to the PurchasersPurchasers and its special counsel.

Conditions of the Purchaser’s Obligations. The obligation of each Purchaser to purchase and pay for the Securities at each Closing Date Shares is subject to the following conditions unless waived in writing by the relevant Purchaser: (a) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing Date. The ; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) None of the issuance and sale of the Securities Shares pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Basic Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company’s knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities Shares or any Purchaser’s activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Basic Documents or the SEC Disclosure Documents. (c) The Purchasers and Placement Agent shall have received certificatesa certificate, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer chief financial officer of the Company, to the effect of Sections 4(aparagraphs 5(a) and 4(b(b). (d) The On or before the Closing Date, the Purchasers shall have received the Notes Registration Rights Agreement executed by the Company and such agreement shall be in full force and effect at all times from and after the forms attached hereto as Exhibit A.Closing Date, subject to the Enforceability Exceptions. (e) The Purchasers and Placement Agent shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Warrants Company, with respect to the authorization of the Shares and other customary matters in the forms form attached hereto as Exhibit B. (f) The Purchasers and Placement Agent shall have received an opinion of legal the general counsel to of the Company, with respect to the Securities and other customary matters in the form attached hereto as Exhibit D. (g) The Purchasers shall have received the Security Agreements in the forms attached hereto as Exhibit E-1 and Exhibit E-2. (h) The Purchasers shall have received the Subordination Agreement in the form attached hereto as Exhibit F. (i) The Purchasers shall be satisfied, in their sole discretion, with the results of their due diligence investigation with respect to the Company. (j) The Company shall have received all necessary governmental and third party waivers, consents and approvals. (k) The Company shall have complied with all applicable securities laws. (l) As soon as reasonably practicable following the Initial Closing, the Company shall receive a fairness opinion with regard to valuation matters. (m) On or prior to the date of the Initial Closing, the Company shall have filed (or authorized the filing of) all UCC and similar financing statements in form and substance satisfactory to the Purchasers at the appropriate offices to create a valid and perfected security interest in the Collateral (as defined in the Security Agreements). (n) On or prior to the Closing Date, the Company shall have furnished to the Purchasers such additional information, certificates and documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained, or otherwise in connection with the transaction contemplated hereby; and all opinions and certificates mentioned above or elsewhere in this Agreement shall be reasonably satisfactory in form and substance to the Purchasers.C.