Common use of Closing Conditions Clause in Contracts

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder to issue and sell the Purchase Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion: (a) All corporate and other actions required to be taken by the Company in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date issuance and sale of the representations Purchase Shares shall have been completed and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants corporate and agreements of each Purchaser other actions required to be performed at or prior to taken by the Closing Date Purchaser in connection with the purchase of the Purchase Shares shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreementcompleted. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company Purchaser contained herein (unless in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects as of a specific date therein); (ii) the Closing; and the Purchaser shall have performed and complied with in all obligationsmaterial respects all, covenants and agreements of the Company not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed at or prior complied with on or before the Closing. (c) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Closing Date Company; and no action, suit, proceeding or investigation shall have been performed; (iii) instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the delivery consummation of, or materially and adversely alter, the transactions contemplated by the Company of the items set forth this Agreement or impose any damages or penalties that are substantial in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect relation to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement. b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to effect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of a Purchaser hereunder to effect the Purchasers hereunder in connection with the Closing Closing, unless waived by such Purchaser, are subject to the following conditions being met: (i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all Required Approvals, obligations, covenants and agreements of the Company under the Transaction Documents required to be performed or obtained at or prior to the Closing Date shall have been performedperformed or obtained; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein, or to the extent they relate to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) no statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding, or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self regulatory organization or the staff of any foregoing, having authority over the matter contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, or to the extent they relate to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;; and (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement. b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (ii) as to the Closing, the Company and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the each applicable Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iiiii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iviii) there the Company is listed as a public company on, and the shares of Common Stock are tradable over the NYSE American; (v) as to the Closing, the Company and the Purchaser shall have been no Material Adverse Effect with respect to agreed on the Company since use of proceeds from the date hereoftransactions contemplated hereunder; and (vvi) from On the date hereof to of the Closing Dateapplicable Closing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to on the Closing Datedate of the applicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein, or to the extent they relate to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) no statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding, or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self regulatory organization or the staff of any foregoing, having authority over the matter contemplated hereby which questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, or to the extent they relate to an earlier date, in which case such representations and warranties shall have been true and accurate on and as of such earlier date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s 's principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchasers as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion: (a) The obligations of All corporate and other actions required to be taken by the Company hereunder in connection with the Closing are subject issuance and sale of the Purchase Shares shall have been completed and all corporate and other actions required to be taken by each Purchaser in connection with the following conditions being met:purchase of the Purchase Shares shall have been completed. (ib) the accuracy in all material respects on the Closing Date of the The representations and warranties of the Purchasers contained herein (unless in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of a specific date therein); (ii) the Closing Date; and the Purchasers shall have performed and complied in all obligationsmaterial respects with all, covenants and agreements of each Purchaser not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed at or prior complied with on or before the Closing Date. (c) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Closing Date Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been performed; and (iii) instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the delivery by each Purchaser Company, or otherwise makes illegal the consummation of the items set forth in Section 2.2(b) of transactions contemplated by this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the Company shall have received verbal and or written Nasdaq approval; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed, including verbal and or written Nasdaq approval; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing as to any Purchaser are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Preferred Stock at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers each Purchaser contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) [reserved]; (ix) [reserved]; and (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market Exchange (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Markettrading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s 's principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) the Company does not meet the current public information requirements under Rule 144 in respect of the Conversion Shares and any other shares of Common Stock issuable under the Note; (ix) the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or re-submit; and (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the NASDAQ Approval; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company SMSA hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company SMSA contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company SMSA required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company SMSA of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company SMSA since the date hereof; and (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a no banking moratorium shall have been declared either by the United States or New York Nevada State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. It shall be a condition to the other party’s obligation to perform under this Agreement that each of the following conditions are satisfied: (a) The obligations of At the Closing, the Company hereunder in connection with shall deliver or cause to be delivered to each Investor the Closing are subject to the following conditions being metfollowing: (i) a facsimile copy of a certificate free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the accuracy number of Shares indicated below such Investor’s name on its signature page hereto, registered in all material respects the name of such Investor or its custodian as indicated on the Closing Date Investor’s signature page hereto (provided that originals of the representations and warranties same are delivered pursuant to the terms of the Purchasers contained herein (unless as of a specific date thereinSection 4.14); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) Registration Rights Agreement duly executed by the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedCompany; (iii) the delivery legal opinion of Company Counsel, in the form attached hereto as Exhibit C, executed by such counsel, addressed to the Investors and providing that each of the Investors are entitled to rely thereon. (b) At the Closing, each Investor shall deliver or cause to be delivered to the Company the following: (i) its Investment Amount, in United States dollars and in immediately available funds, by wire transfer to the account or accounts designated by the Company of the items for such purpose as set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofon Schedule I hereto; and (vii) from the Registration Rights Agreement, duly executed by such Investor. (c) All representations and warranties of the other party contained herein shall remain true and correct as of the Closing Date and all covenants of the other party to be performed prior to the Closing shall have been performed. (d) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to be by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing. (e) As of the Closing Date, there shall have been no Material Adverse Effect since the date hereof. (f) As of the Closing Date, the Company shall have received a commitment from ▇▇▇▇▇ Fargo Bank, or an Affiliate thereof, to lend the Company at least $24,000,000 on commercially reasonable terms, and the Company shall have received a certificate from the Company’s chief executive officer to such effect.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect (defined in Section 3.1(b) below) with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, to the extent the Common Stock is trading on a Trading Market, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) unless waived by Dominion, at the Company has received at least $2 million in aggregate Subscription Amounts; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement). (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement); (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingauthorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) the Company does not meet the current public information requirements under Rule 144 in respect of the Conversion Shares or Warrant Shares and any other shares of Common Stock issuable under the Notes or the Warrants; (ix) the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or re-submit; and (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) the Underlying Shares shall have been approved for listing by NASDAQ. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company to such Purchaser of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (v) from the date hereof to the Closing Date, trading in the Common Stock Shares shall not have been suspended by the Commission or the Company’s principal Trading Market in each of the United States and Canada (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading MarketMarket (other than the OTC Bulletin Board), nor shall a banking moratorium have been declared either by the United States or New York State ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ securities regulatory authorities nor shall there have occurred any material outbreak or material escalation of hostilities or other national or international calamity of such magnitude in its effect onhostilities; and (vi) the Shares shall have been conditionally approved for listing on the Toronto Stock Exchange and shall be listed on the Nasdaq Global Market, or any material adverse change in, any financial market which, subject in each case, in case only to the reasonable judgment delivery of each Purchaser, makes it impracticable or inadvisable to purchase customary documents and the Securities at the Closingpayment of applicable listing fees.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the aggregate Subscription Amounts shall be equal to at least $2,000,000; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) the aggregate Subscription Amounts shall be equal to at least $2,000,000; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met; provided, that the Company, in its sole discretion, may waive any and all such conditions: (i) the accuracy in all material respects when made and on the each Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the each Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met; provided, that each Purchaser, in its sole discretion, may waive any and all such conditions: (i) the accuracy in all material respects when made and on the each Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the each Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from From the date hereof to the each Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the each Closing), and, at any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Preferred Stock at the each Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) IND Submission; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium shall not have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) the Certificate of Designation shall have been filed and be effective in the State of Delaware. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (iv) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (iivi) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iiivii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivviii) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (ix) the Certificate of Designation shall have been filed and be effective in the State of Delaware; and (vx) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Nasdaq Capital Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Nasdaq Capital Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Closing , and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s 's principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Certificate of Designations shall have been filed with and accepted by the Secretary of State of the State of Delaware; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this AgreementAgreement on or prior to the Closing Date. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the Company has filed the required regulatory notifications and/or obtained necessary regulatory approval (including any notification with or approval by The Nasdaq Stock Market), if applicable, of the transaction to be contemplated by this Agreement; (ii) the Company has obtained approval by the Board of Directors of the Company of the transaction to be contemplated by this Agreement; (iii) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they will be accurate as of such date); (iiiv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iiiv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;Agreement on or prior to the Closing Date; and (ivvi) there shall have been no Material Adverse Effect material adverse effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (ii) as to the Closing, the Company and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the each applicable Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iiiii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iii) the Company is listed as a public company on, and the shares of Common Stock are tradable over the NYSE American; (iv) there as to the Closing, the Company and the Purchaser shall have been no Material Adverse Effect with respect to agreed on the Company since use of proceeds from the date hereoftransactions contemplated hereunder; and (v) from On the date hereof to of the Closing Dateapplicable Closing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to on the Closing Datedate of the applicable Closing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Company receives funds to purchase an aggregate of at least $25,000,000 of Units on the Closing Date; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) the Company does not meet the current public information requirements under Rule 144 in respect of the Conversion Shares and any other shares of Common Stock issuable under the Notes; (ix) the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or re-submit; and (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being metmet on or prior to the Closing Date: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being metmet on or prior to the Closing Date: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they will be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company BTHC hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company BTHC contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company BTHC required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company BTHC of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company BTHC since the date hereof; and (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a no banking moratorium shall have been declared either by the United States or New York Nevada State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the each Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the each Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing Closings are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the each Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the each Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since since, for the First Closing, the date hereof, and as to the Second Closing, since the First Closing Date; and (v) from the date hereof to the such Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the each Closing), and, at any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the each Closing. (c) As to the Second Closing only, the Company shall have filed with the Commission the Registration Statement registering the resale of all of the Underlying Shares and, on or before the 4-month anniversary of the date hereof, such Registration Statement shall have been declared effective by the Commission as to all such securities and been maintained effective since such date.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met, unless expressly waived in writing by the Company at or before Closing: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market Trading Market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares and Warrants at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) at the Closing, the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) at the Closing, the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal applicable Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing as to any Purchaser are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers such Purchaser contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each such Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each such Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers as to any Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, from the date hereof in any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company Borrower hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of each of the Purchasers Lenders contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser Lender required to be performed at or prior to the Closing Date shall have been performed; and; (iii) the delivery by each Purchaser Lender of a completed and signed original of this Agreement as well as any other documents and agreements reasonably necessary to consummate the Closing; and (iv) Each of the items set forth in Section 2.2(b) of this AgreementLenders have provided a completed and signed investor questionnaire provided by the Borrower to the Lenders. (b) The respective obligations of the Purchasers Lenders hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company Borrower contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company Borrower required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company Borrower of the items set forth in Section 2.2(a) a completed and signed original of this AgreementAgreement as well as any other documents and agreements reasonably necessary to consummate the Closing; (iv) there shall have been no Material Adverse Effect with respect to the Company Borrower since the date hereofEffective Date; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the U.S. Securities and Exchange Commission or “SEC,” or by the CompanyBorrower’s principal U.S. public market for its Common Stock (“Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the ClosingMarket”), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. or any successor stock quotation service shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b2.2(c) and (d) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) and (b) of this Agreement; (iv) completion of the Purchaser’s due diligence review of the Company’s operations to the sole satisfaction of such Purchaser; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser participating in the Closing of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser to the Company of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company to the Purchaser of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofMarch 31, 2009; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium shall not have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of At the Closing the Company hereunder in connection with the Closing are subject shall deliver or cause to the following conditions being metbe delivered to each Purchaser: (i) this Agreement duly executed by the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)Company; (ii) all obligationsa certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, covenants and agreements registered in the name of such Purchaser; (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 40% of the Shares to be issued to such Purchaser at such Closing; (iv) the Registration Rights Agreement duly executed by the Company; (v) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto. (b) At the Closing each Purchaser required shall deliver or cause to be performed at or prior delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount as to such Closing Date shall have been performedby wire transfer to the account of the Company; and (iii) the delivery Registration Rights Agreement duly executed by each Purchaser of the items set forth in Section 2.2(b) of this Agreementsuch Purchaser. (bc) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the All representations and warranties of the Company other party contained herein (unless shall remain true and correct as of a specific date therein);the Closing Date. (iid) all obligations, covenants and agreements As of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. (ve) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor authorities. (f) The approval of the Company’s stockholders of the issuance of the Shares for purposes of the requirements set forth in NASD Marketplace Rule 4350(i)(1)(D) shall there have occurred any material outbreak or escalation been obtained, at a special meeting of hostilities or other national or international calamity stockholders to be called for that purpose. The Company shall obtain such approval within 45 days of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment date of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingthis Agreement.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Note) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingauthorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) Subscriptions for at least $10,000,000 have been received by the Company; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the such Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the such Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the such Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the such Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect (as defined herein) with respect to the Company since the date hereof; and (v) from the date hereof to the such Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable good faith judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities Units at the such Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company to such Purchaser of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (v) from the date hereof to the Closing Date, trading in the Common Stock Shares shall not have been suspended by the Commission or any of the Canadian Securities Commissions or the Company’s principal Trading Market in each of the United States and Canada (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading MarketMarket (other than the OTC Bulletin Board), nor shall a banking moratorium have been declared either by the United States or States, New York State State, Canadian or Quebec authorities nor shall there have occurred any material outbreak or material escalation of hostilities or other national or international calamity of such magnitude hostilities; (vi) the Canadian Shelf Prospectus Supplement shall have been filed with the Canadian Securities Commissions within the applicable time period prescribed by and in its effect onaccordance with the Canadian Shelf Procedures; and (vii) the Shares shall have been conditionally approved for listing on the Toronto Stock Exchange and shall be listed on the Nasdaq Global Market, or any material adverse change in, any financial market which, subject in each case, in case only to the reasonable judgment delivery of each Purchaser, makes it impracticable or inadvisable to purchase customary documents and the Securities at the Closingpayment of applicable listing fees.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Note); (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingauthorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the sale of not less than the Minimum Amount; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the sale of not less than the Minimum Amount; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) X.1 Conditions to Each Party's Obligation to Effect the Acquisition. The --------------------------------------------------------------- respective obligations of each party to effect the Company hereunder in connection with the Closing are Acquisition shall be subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed fulfillment at or prior to the Closing Date of the following conditions: (a) the Underwriting Agreement related to the IPO shall have been performedexecuted and the closing of the sale of CenterPoint Common Stock to the Underwriters pursuant thereto shall have occurred simultaneously with the Closing hereunder; (b) the closings of the transactions contemplated under each of the Other Agreements shall have occurred simultaneously with the Closing hereunder, unless terminated in accordance with Section 7.3 of the ----------- applicable Other Agreement; (c) the Registration Statements shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (d) no preliminary or permanent injunction or other order or decree shall be pending before or issued by any federal or state court which seeks to prevent or prevents the consummation of the IPO, the Acquisition or any of the Other Acquisitions shall have been issued and remain in effect; (e) the minimum price condition set forth on Schedule 2.1 shall have ------------ been satisfied; (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Acquisition or any of the Other Acquisitions or make the consummation of the Acquisition or any of the Other Acquisitions illegal; (g) all material governmental and third party waivers, consents and approvals required for the consummation of the Acquisition or any of the Other Acquisitions and the transactions contemplated hereby and by the Other Agreements (including, without limitation, any consents listed on Schedules 4.3.2 or 4.12) shall have been obtained and be in effect; --------------- ---- (h) No action, suit or proceeding with respect to the Acquisition has been filed or threatened by a third party and remains threatened or remains pending before any court, Governmental Authority or regulatory Person; (i) This Agreement, the Merger and the transactions contemplated hereby shall have been approved and adopted by the Company's member and Seller's members in the manner required by any applicable Law and the respective Organizational Documents; and (iiij) the delivery by each Purchaser CenterPoint shall have entered into one or more credit facilities providing for aggregate commitments of not less than $75 million. X.2 Conditions to Obligation of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations Members, Seller and the Company to ------------------------------------------------------------------ Effect the Acquisition. Unless waived by the Company, the obligation of the Purchasers hereunder in connection with ---------------------- Members, Seller and the Closing are Company to effect the Acquisition shall be subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed fulfillment at or prior to the Closing Date of the following additional conditions: (a) CenterPoint, Mergersub and each of the Other Founding Companies shall have been performedperformed in all material respects their agreements contained in this Agreement and each Other Agreement required to be performed on or prior to the Closing Date and the representations and warranties of CenterPoint contained in this Agreement and each Other Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and Seller shall have received a certificate of the Chief Executive Officer or President of CenterPoint to that effect; (iiib) no Governmental Authority or self regulatory organization regulating, licensing or permitting the delivery by practice of public accountancy shall have promulgated or formally proposed any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the Company value to the Seller of the items set forth in Section 2.2(a) of this AgreementAcquisition; (ivc) there the Seller shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) received an opinion from the date hereof to ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date, trading containing the substantive opinions set forth in Exhibit 10.2(c), the final form of such opinion to be in form --------------- and substance reasonably acceptable to the Seller and Members; (d) each of the Members shall have been afforded the opportunity to enter into a pooled compensation agreement (the "INCENTIVE COMPENSATION AGREEMENT") with CenterPoint substantially in the Common Stock form attached hereto as Exhibit 10.2(d); --------------- (e) CenterPoint shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior delivered to the Closing)Seller and the Members a certificate, and, at any time dated as of a date no later than ten days prior to the Closing Date, trading duly issued by the Delaware Secretary of State, showing that CenterPoint is in securities generally good standing; (f) each of the Members, the members and stockholders of the other Founding Companies who are to receive shares of CenterPoint Common Stock pursuant to the Other Agreements, and the other stockholders of CenterPoint other than those acquiring stock in the IPO shall have entered into an agreement (the "STOCKHOLDERS AGREEMENT") substantially in the form attached hereto as reported by Bloomberg L.P. Exhibit 10.2(f); --------------- (g) all conditions to the Acquisitions of the other Founding Companies, on substantially the same terms as provided herein, shall not have been suspended satisfied or limited, or minimum prices waived by the applicable party and the Company; (h) each of Seller and the Members shall not have been established on securities whose trades are reported afforded the opportunity to review the executed employment agreement by such serviceand between CenterPoint and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (i) the Seller shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis, dated as of the Closing Date and based upon certain factual representations and assumptions that for federal income tax purposes there will be no gain or on any Trading Marketloss recognized with respect to the CenterPoint Common Stock received for their Company Interests in the Merger pursuant to Section 351 of the Internal Revenue Code of 1986, nor shall a banking moratorium have been declared either by as amended, the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity final form of such magnitude opinion to be in its effect on, or any material adverse change in, any financial market which, in each case, in form and substance reasonably acceptable to the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase Seller and the Securities at the ClosingMembers.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, has not ended or terminated and in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. The respective obligation of each of the respective Investors and the Company to consummate the Closing is subject to (ax) The obligations the fulfillment, or written waiver by all of the Investors and the Company, at the Closing of the following conditions set forth in Sections 1.2(c)(i), (ii), (xv) and (xvi) and (y) the fulfillment, or written waiver by all of the Investors, at the Closing of all of the other following conditions: (i) expiration or termination of any applicable waiting period under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and any applicable waiting period under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschrankungen) (the “German Antitrust Act”), in each case, required to consummate the Investment and the Closing and for the Investors to own, and fully vote and convert into Common Stock, all of the Securities; (ii) no provision of any applicable Law or regulation and no judgment, injunction, order or decree shall prohibit the Closing or the consummation of any of the transactions contemplated by the Transaction Documents or shall prohibit or restrict any Investor or its Affiliates from owning, or fully voting and converting, the Securities to be acquired by such Investor pursuant to the terms of such respective Securities, and no lawsuit shall have been commenced by a Governmental Entity seeking to effect any of the foregoing; (iii) prior to the Closing the Company shall have received full proceeds from the sale of the securities listed on Schedule B-1 hereto in the amounts set forth on Schedule B-1 hereto; (iv) the Company shall have (A) amended its existing Amended and Restated Credit Agreement, dated as of June 29, 2005, in accordance with the form of Amended and Restated Credit Agreement attached hereto as Schedule D; (B) received an additional $250,000,000 of term loans (less any original issue discount otherwise permitted under this Agreement) under its existing Amended and Restated Credit Agreement following such amendment described in clause (A) above; (C) never borrowed any funds under, and shall have terminated, its existing 364-Day Credit Agreement, dated as of November 15, 2007, as amended (together with the credit facility referenced in clause (A), the “Existing Credit Facilities”); (D) (i) entered into and not amended the Amended and Restated Note Purchase Agreement, dated as of the date hereof (the “Note Purchase 3 Agreement”) with the purchasers set forth therein, relating to the sale to such purchasers of up to $500,000,000 principal amount of Senior Secured Second Lien Notes (the “Second Lien Notes”) pursuant to the indenture referred to in the Note Purchase Agreement (the “Indenture”) and (ii) entered into and not amended the Indenture; and (E) received $500,000,000 in proceeds (net of any closing payment referred to in the Note Purchase Agreement) from the issuance of the Second Lien Notes pursuant to the Indenture; (v) except as Previously Disclosed, (A) since September 30, 2007, no change or event shall have occurred and no circumstances shall exist which have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and (B) each of THL, GSMP and GSCP in its respective sole judgment and discretion shall have determined that since the date hereof, no change or event shall have occurred and no circumstances shall exist which constitute, or would reasonably be expected to constitute, individually or in the aggregate, a Termination Development. With respect to matters which have been Previously Disclosed, in determining whether this condition is satisfied, any circumstance, event or condition occurring after the date hereof shall be taken into account, including any deterioration, worsening or adverse consequence of such Previously Disclosed matters occurring after the date hereof; (vi) (A) neither the Company nor MoneyGram Payment Systems, Inc., a wholly owned subsidiary of the Company hereunder (“MPSI”), shall have received written or oral notice from any State to the effect that such State has determined that the Company or MPSI can no longer conduct its money transfer or payment systems businesses in such State or has revoked, or intends to revoke, the Company’s or MPSI’s license to conduct such businesses in such State, or imposed, or intends to impose, conditions on, or material fines with respect to, the Company’s or MPSI’s license to conduct such businesses in such State (which conditions are adverse to the Company or MPSI and are not generally applicable to other persons conducting money transfer or payments systems businesses in such State); (B) the Company or MPSI shall have received assurances, in a form acceptable to each of THL, GSMP and GSCP in its respective sole judgment and discretion, from each State from which any of THL, GSMP or GSCP in its respective sole judgment and discretion determines is necessary, that such State will not (x) determine that the Company or MPSI may not conduct its money transfer or payment systems businesses in such State, (y) revoke the Company’s or MPSI’s license to conduct such businesses in such State, or (z) impose conditions on, or material fines with respect to, the Company’s or MPSI’s license to conduct such businesses in such State (which conditions are adverse to the Company or MPSI and are not generally applicable to other persons conducting money transfer or payments systems businesses in such State); (C) prior to and immediately following the Closing, the Company and each of its Subsidiaries shall have all licenses required under applicable money transmitter, official check or similar Laws to conduct the Company’s and its Subsidiaries business as presently conducted; and (D) immediately following the Closing, the Company and each of its Subsidiaries shall be in compliance with all applicable money transmitter, official check or similar Laws applicable to the Company’s or its Subsidiaries, including, without limitation, all net worth, tangible net worth, unrestricted assets and other financial ratios requirements applicable to Company or its Subsidiaries; (vii) after giving effect to the transactions and the payment of expenses payable by the Company at the Closing in connection with the Closing are subject to transactions contemplated hereby, including, without limitation, the following conditions being met: expenses incurred in connection with the transactions contemplated by clause (iv) of this Section 1.2(c) , the expenses contemplated by Section 5.3 hereof and the Exclusivity Agreement (as defined below), and the fees and expenses of the Company’s advisors, on a pro forma basis, the Company shall have at least $150,000,000 in Unrestricted Assets (as defined on Schedule E) and $100,000,000 undrawn borrowing availability under the Company’s revolving credit facility (which availability for the purposes of this Section 1.2(c)(vii) shall take into account all letters of credit outstanding either through the Existing Credit Facilities or otherwise); (viii) (A) (i) the accuracy in all material respects Company’s receipt from Deloitte & Touche LLP of the D&T Deliverables, which shall be delivered if the amounts set forth on Schedule F hereto shall have been placed into an escrow account pursuant to an escrow agreement reasonably acceptable to each of THL, GSMP, GSCP, the Company, Deloitte & Touche LLP, the parties to the Amended and Restated Credit Agreement and the parties to the Note Purchase Agreement with irrevocable instructions to be released to the Company on the Closing Date upon the Company’s receipt of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); D&T Deliverables, or (ii) all obligations, covenants and agreements of each Purchaser required if the amounts set forth on Schedule F hereto shall not have been placed into an escrow account with irrevocable instructions to be performed at or prior released to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and Company on the Closing Date upon the Company’s receipt of the representations D&T Deliverables, then the Company shall have committed to the Investors on the Closing Date that, after both the Company and warranties Deloitte & Touche LLP shall have verified that the amounts set forth on Schedule F hereto have been credited to the bank account set forth across from such amount on Schedule F hereto, the Company will receive from Deloitte & Touche LLP the D&T Deliverables and (B) the Company’s financial printer ▇▇▇▇▇ shall have notified the Investors (on the Closing Date) that the Company has delivered the Final 10-K to ▇▇▇▇▇ with the irrevocable instruction that ▇▇▇▇▇ file the Final 10-K on behalf of the Company, and that ▇▇▇▇▇ is prepared to file and will file the Final 10-K with the SEC, in each case, immediately upon notification from the Company that the amounts set forth on Schedule F hereto have been successfully credited to the Company bank account set forth across from such amount on Schedule F hereto. (ix) each of THL, GSMP and GSCP shall have had a full and complete opportunity to review the Company’s books and records, internal controls and procedures, and to interview current and former Company personnel as determined to be necessary by each of THL, GSMP and GSCP, and each shall have determined that the Company’s books and records, internal controls and procedures, as well as the Company’s prior disclosures, are acceptable to each of THL, GSMP and GSCP in its respective sole judgment and discretion; and it is understood and agreed that such determination by each of THL, GSMP and GSCP shall be based on, among other things, but not limited to, the subjective view of each of THL, GSMP and GSCP of the Company’s potential exposure, if any, to claims and investigations related to the Company’s books and records, internal controls and procedures, and prior disclosures; (x) neither Deloitte & Touche LLP nor any other accounting firm shall have issued to the Company any opinion regarding the consolidated financial statements of the Company contained herein (unless and its subsidiaries as of and for the year ended December 31, 2007 which is not a specific date therein); Satisfactory Audit Opinion; (iixi) there shall not have been a restatement (nor shall any restatement be under consideration by the Company, its external auditors or, to the knowledge of the Company, the SEC) of any prior period financial statements of the Company; (xii) the Company shall have resolved to the satisfaction of the SEC (including having taken any and all corrective action requested by the Staff of the SEC, if any) all obligationscomments received by the Company from the SEC on the SEC Documents; (xiii) the Company shall not have incurred (or become obligated to incur) fees of more than $5,375,000 relating to the transactions described in Section 1.2(c)(iv) (other than clauses (D) and (E)) of this Agreement plus annual administrative agency fees in an amount not exceeding $150,000 per annum payable quarterly; (xiv) the Applicable Margin (as defined in Schedule D) on the Term B Loans (as defined in Schedule D) shall not have been increased by more than 1.625% per annum (all of which may take the form of original issue discount over a four-year life to maturity (i.e. 6.5% or $16,250,000)); provided that any increase shall have been necessary in the reasonable discretion of the Lead Arranger (as defined in Schedule D) to place the Term B Loans and the Lead Arranger shall first consider (in consultation with the Company and the Investors) using increases in the margin prior to imposing original issue discount; (xv) the Company shall have received confirmation from the New York Stock Exchange, covenants and agreements such confirmation shall not have been withdrawn, that the issuance of the Series B Preferred Shares and the Series B-1 Preferred Shares and the transactions contemplated by the Transaction Documents are in compliance with the New York Stock Exchange’s shareholder approval policy and that the Company has properly, and without condition, obtained an exception under Para. 312.05 of the New York Stock Exchange Listed Company Manual to issue the Series B Preferred Shares and the Series B-1 Preferred Shares without obtaining approval of the stockholders of the Company; (xvi) the Company shall have properly provided notice to the stockholders of the Company that the Company will issue the Series B Preferred Shares and the Series B-1 Preferred Shares without obtaining stockholder approval as required by, and in compliance with, Para. 312.05 of the New York Stock Exchange Listed Company Manual, and the ten (10) day notice period set forth in Para. 312.05 of the New York Stock Exchange Listed Company Manual shall have passed after such notice has been properly provided; (xvii) Wal-Mart Stores, Inc. shall have confirmed in writing to the Company (A) that the Money Services Agreement by and among MoneyGram Payment Systems, Inc. and Wal-Mart Stores, Inc. (as amended through that certain Amendment 3 to Money Services Agreement dated as of February 11, 2008 but not amended by any subsequent amendments other than, if necessary, to make effective the extension of the term of the Money Services Agreement through January 31, 2013) will be in full force and effect after the consummation of the transactions contemplated hereby (which shall include an effective extension of the term of the Money Services Agreement through January 31, 2013) and (B) that the Prior Agreement and this Agreement and the transactions contemplated thereby and hereby do not give Wal-Mart Stores, Inc. the right to terminate the Money Services Agreement; (xviii) the Company shall have purchased, at its expense (A) directors and officers liability insurance, from reputable carriers to be performed at or agreed upon prior to Closing by the Company and Investors and in at least the amounts as set forth on Schedule 4.1(b) hereto (or in a lesser amount agreed upon by the Investors and the Company) on behalf of and covering the individuals who at any time on or after the Closing Date shall have been performed; are or become directors of the Company, against expenses, liabilities or losses asserted against or incurred by such individual in such capacity or arising out of such individual’s status as such, subject to customary exclusions and (iiiB) a fully-paid six-year “tail” insurance policy or policies with respect to directors’ and officers’ liability insurance (including excess A-side difference-in-conditions coverage and fiduciary liability coverage) of an amount no less, and with terms and conditions no less favorable, than those of the delivery policies maintained by the Company as of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vxix) from the date hereof to the Closing Date, trading in the Common Stock Investors shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, received at any time least three business days prior to the Closing Date, trading the Company’s consolidated unaudited interim financial statements as of and for the one-month period ended January 31, 2008 and the one-month period ended February 29, 2008, including (i) the unaudited balance sheet as January 31, 2008 and February 29, 2008 and (ii) related unaudited consolidated statements of income, changes in securities generally as reported by Bloomberg L.P. shall not have been suspended or limitedstockholders’ equity, or minimum prices shall not have been established on securities whose trades are reported by such serviceand detailed trial balances for the period from January 1, or on any Trading Market2008 to January 31, nor shall a banking moratorium have been declared either by 2008 and for the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect onperiod from February 1, or any material adverse change in2008 to February 29, any financial market which2008, in each case, case satisfactory in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.7

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the Company and FWS shall have executed an amendment to that certain Pledge and Security Agreement, dated April 17, 2007 by and among such parties whereby such parties agree to include the obligations of the Company under the Debentures as obligations under such agreement until such time, if ever, that the Company grants the Purchasers a first priority security interest in all the assets of the Company; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations As a condition to the Purchaser’s obligation to consummate the transactions contemplated hereby, at the Closing, the Company shall have satisfied or the Purchaser shall waive each of the Company hereunder in connection with the Closing are subject conditions set forth below or shall deliver or cause to be delivered to the following conditions being metPurchaser the items set forth below, as appropriate: (i) a copy of this Agreement duly executed by the accuracy Company; (ii) (a) a copy of the irrevocable instructions to Continental Stock Transfer & Trust (the “Transfer Agent”) instructing the Transfer Agent to deliver the Shares, registered in the name of the Purchaser and (b) Company has released the Shares for delivery to the Purchaser; (iii) the representations and warranties made by the Company herein shall be true and correct in all material respects on the Closing Date date hereof and on the date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)Closing; (iiiv) all obligationscovenants, covenants agreements and agreements of each Purchaser required conditions contained in this Agreement to be performed at by the Company on or prior to the date of the Closing Date shall have been performedperformed or complied with in all material respects; and (iiiv) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the delivery by each Purchaser consummation of the items set forth in Section 2.2(b) of transaction contemplated by this Agreement. (bvi) The respective obligations a copy of the Purchasers hereunder in connection with filed notification form listing the Closing are subject to Shares on the following conditions being met:Nasdaq Stock Market. (ivii) the accuracy Prospectus and Prospectus Supplement (which may be delivered in all material respects when made and on accordance with Rule 172 under the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereinSecurities Act);. (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivviii) there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof; and. (vix) from the date hereof to the Closing Date, trading in the Common Stock Ordinary Shares shall not have been suspended by the Commission SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)NASDAQ Stock Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Markettrading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing. (b) As a condition to the Company’s obligation to consummate the transactions contemplated hereby, at the Closing, the Purchaser shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate: (i) a copy of this Agreement duly executed by the Purchaser; (ii) the Purchase Price is paid by wire transfer of immediately available funds to the account of the Company set forth below: Bank: China Merchants Bank, New York Branch Swift Code: ▇▇▇▇▇▇▇▇ Beneficiary Name: BeyondSpring Inc. Beneficiary Account Number: 1016130015 Fedwire ABA: ▇▇▇▇▇▇▇▇▇ (iii) the representations and warranties made by the Purchaser herein shall be true and correct in all material respects on the date hereof and on the date of the Closing; (iv) the Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or before the Closing; and (v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (v) from the date hereof to the applicable Closing Date, Date trading in the Common Stock shall not have been suspended by the Commission SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.;

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the Company shall have entered into definitive agreements with Wachovia Bank, N.A. to modify the existing loan and credit facilities upon terms and conditions satisfactory to the Company which terms and conditions shall include (1) an extension of the maturity date of the revolving credit note and term note to no earlier than March 1, 2011; (2) setting the aggregate borrowing capacity at no less than $9.0 million; (3) future required principal reduction limited to( i) net cash proceeds from the divestiture of any subsidiaries and (ii) not more than 25% of capital raised after July 31, 2010; and (4) limiting principal payments of no more than $160,000 per month on the term note and primary mandatory reductions to no more than $1.1 million, in addition to the amounts in clause (3) above (the “Wachovia Condition”); (ii) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein);; and (iiiii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (viii) from the date hereof to the Closing Date, trading in the Company’s Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market as hereinafter defined (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.. “

Closing Conditions. At the Closing the Company shall deliver or cause to be delivered to each Purchaser (aexcept as otherwise provided below): (i) The obligations this Agreement duly executed by the Company; (ii) within 3 Trading Days of the Company hereunder Closing Date, a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in connection with the name of such Purchaser; (iii) within 3 Trading Days of the Closing are subject Date, a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the following conditions being metnumber of shares of Common Stock equal to 100% of the Shares to be issued to such Purchaser at such Closing; and (iv) the Registration Rights Agreement duly executed by the Company. (b) At the Closing each Purchaser shall deliver or cause to be delivered to the Company the following: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)this Agreement duly executed by such Purchaser; (ii) all obligations, covenants and agreements such Purchaser's Subscription Amount as to such Closing by wire transfer to the account of each Purchaser required the Company as provided to be performed at or the Purchasers in writing prior to the Closing Date shall have been performedDate; and (iii) the delivery Registration Rights Agreement duly executed by each Purchaser of the items set forth in Section 2.2(b) of this Agreementsuch Purchaser. (bc) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the All representations and warranties of each of the Company contained parties herein (unless shall remain true and correct as of a specific date therein);the Closing Date. (iid) all obligations, covenants and agreements As of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and. (ve) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closingauthorities.

Closing Conditions. (a) The obligations of the Company hereunder in connection with and the Closing are Investors to complete the transactions contemplated by this Agreement shall be subject to the following. (a) The Company’s obligation to issue and sell the Shares to each Investor shall be subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers such Investor contained herein (unless made as of a specific date therein);date, in which case such representations and warranties shall be accurate as of such date; 2 (ii) all obligations, covenants and agreements of each Purchaser such Investor required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser such Investor of the items set forth in Section 2.2(b5(b) of this Agreement. (b) The respective Each Investor’s obligations of hereunder to purchase the Purchasers hereunder in connection with the Closing are Shares shall be subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless made as of a specific date thereindate, in which case such representations and warranties will be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a5(a) of this Agreement; (iv) there shall have been no Material Adverse Effect (as defined below) with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Nasdaq Global Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Nasdaq Global Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchasersuch Investor, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. Each Purchaser’s obligation to purchase the Units at the Closing Time shall be conditional upon the fulfilment at or before the Closing Time of the following conditions: (a) The obligations the Agent shall have received a certificate, dated as of the Company hereunder Closing Date, signed by the President and Chief Executive Officer of the Corporation (in connection their capacities as such and with no personal liability to such officer), or such other officer of the Closing are subject Corporation as the Agent may agree, certifying for and on behalf of the Corporation, to the following conditions being metbest of the knowledge, information and belief of the person so signing, that: (i) no order, ruling or determination having the accuracy effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority; (ii) since December 31, 2009, (A) there has been no material adverse change, financial or otherwise, in the assets or liabilities (contingent or otherwise), business, financial condition, capital or prospects of the Corporation as of the date of this Agreement that has not been generally disclosed, and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business, except as has been disclosed in the Disclosure Documents; (iii) the Corporation has duly complied with all material respects the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Date of Time; and (iv) the representations and warranties of the Purchasers Corporation contained herein (unless in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time. (b) the Agent shall have received at the Closing Time a specific certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agent, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to this Agreement, and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agent may reasonably request; (c) the Agent shall have received satisfactory evidence that all requisite approvals of the TSXV have been obtained by the Corporation in order to complete the Offering; (d) the Common Shares partially comprising the Units, the Warrant Shares issuable upon the exercise of the Warrants, the Optioned Shares issuable upon exercise of the Compensation Options and the Optioned Warrant Shares issuable upon exercise of the Optioned Warrants shall have been conditionally approved for listing on the TSXV; (e) the Subscription Agreements, the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates and the Compensation Option Certificates shall have been executed and delivered by the Corporation in form and substance satisfactory to the Agent, acting reasonably; (f) the Agent shall have received a certificate from Registrar and Transfer Company or Equity Transfer and Trust Company as to the number of Common Shares issued and outstanding as at a date therein)not more than two Business Days prior to the Closing Date; (g) the Agent shall have received from Comeau, Maldegen, ▇▇▇▇▇▇▇▇▇ & Indall, LLP, attorneys at law, their written opinion, as counsel to the Corporation, addressed to the Agent and dated June 16, 2010, in form and substance reasonably satisfactory to the Agent. (h) the Agent shall have received favourable legal opinions addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from ▇▇▇▇▇▇▇ and ▇▇▇▇▇, P.C. United States counsel for the Corporation, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters: (i) as to the valid existence of the Corporation, and as to the requisite corporate power of the Corporation to carry out its obligations under this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates and to issue the Common Shares and Warrants comprising the Units and the Underlying Securities; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior as to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser authorized and issued capital of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedCorporation; (iii) the delivery by Corporation has all requisite corporate power and authority under the Company laws of the items set forth in Section 2.2(a) State of this AgreementColorado to carry on its business as presently carried on and to own, lease and operate its properties and assets; (iv) there none of the execution and delivery of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates by the Corporation, the performance by the Corporation of its obligations hereunder and thereunder, will conflict with the constating documents of the Corporation; (v) each of this Agreement, the Subscription Agreements, the Warrant Certificates and the Compensation Option Certificates has been duly authorized and executed and delivered by the Corporation; (vi) the form and terms of the definitive certificates representing the Common Shares have been approved by the board of directors of the Corporation and the certificates representing the Common Shares comply in all material respects with all applicable requirements of the articles of incorporation and by-laws of the Corporation and the Colorado Business Corporation Act; (vii) the Common Shares, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares have been duly authorized and, in the case of the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares reserved for issuance; (viii) the Common Shares partially comprising the Units have been and, upon the due exercise of the Warrants, the Compensation Options and the Optioned Warrants in accordance with the respective provisions thereof, the Warrant Shares, the Optioned Shares and the Optioned Warrant Shares will be, validly issued as fully paid and non-assessable shares in the capital of the Corporation; (ix) the Warrants partially comprising the Units have been and, upon the exercise of the Compensation Options in accordance with the provisions thereof, the Optioned Warrants will be, validly issued and created; (x) assuming compliance by the Agent and the Selling Firms with all of the terms of this Agreement, the issuance and sale by the Corporation of the Units to the Purchasers and the issuance of the Compensation Options to the Agent are exempt from the registration requirements of the U.S. Securities Act and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the U.S. Securities Act or applicable Colorado state securities or blue sky laws to permit such issuance and sale; and (xi) the issuance of the Warrant Shares upon exercise of the Warrants by the original purchasers who are outside the United States at the time of exercise, the issuance of the Optioned Shares and Optioned Warrants upon the exercise of the Compensation Options and the issuance of the Optioned Warrant Shares upon the exercise of the Optioned Warrants will be exempt from the registration requirements of the U.S. Securities Act and applicable Colorado state securities or blue sky laws. (i) the Agent shall have been no Material Adverse Effect received favourable legal opinions addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Fraser ▇▇▇▇▇▇ Casgrain LLP, Canadian counsel for the Corporation, and where appropriate, counsel in the other Designated Provinces, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the Company since following matters: (i) each of this Agreement, the date hereofSubscription Agreements, the Warrant Certificates and the Compensation Option Certificates constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law; (ii) the issuance and sale by the Corporation of the Units to the Purchasers and the issuance of the Compensation Options to the Agent are exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces and no documents are required to be filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations obtained under the applicable Securities Laws of the Designated Provinces to permit such issuance and sale; (iii) the issuance of the Warrant Shares upon exercise of the Warrants, the issuance of the Optioned Shares and Optioned Warrants upon the exercise of the Compensation Options and the issuance of the Optioned Warrant Shares upon the exercise of the Optioned Warrants will be exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces; (iv) the first trade by the Purchasers or the Agent (as applicable) of the Common Shares and the Warrants comprising the Units, the Warrant Shares, the Optioned Shares, the Optioned Warrants and the Optioned Warrant Shares in the Designated Provinces will be a distribution subject to the prospectus requirements under the Securities Laws of the Designated Provinces unless: (A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) at the time of such trade, at least four months have elapsed from the “distribution date” (as defined under NI 45-102) of the Common Shares and Warrants comprising the Units and the Compensation Options, as the case may be; (C) the certificates representing the Common Shares partially comprising the Units, the Warrant Certificates, the Compensation Option Certificates, the certificates representing the Optioned Shares, the certificates representing the Optioned Warrants and the certificates representing the Optioned Warrant Shares, as applicable, were issued with a legend stating the prescribed restricted period in accordance with section 2.5 of NI 45-102; (D) such trade is not a “control distribution” (as defined in the NI 45-102); (E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade; (F) no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and (G) if the selling securityholder is an insider or officer of the Corporation, the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation); (v) from the date hereof to TSXV has conditionally accepted the Closing Date, trading Offering as outlined in the Common Stock shall not have been suspended by TSXV letter; (vi) such other matters as the Commission or the CompanyAgent’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time legal counsel may reasonably request prior to the Closing Date, trading Time. (j) the Agent shall have received a certificate of status with respect to the jurisdiction in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by which the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingCorporation is incorporated.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) all existing debtholders of the Company and its Subsidiaries other than Bank of North Georgia, shall each have executed and delivered to the Purchasers a written subordination agreement acceptable to, and approved by, the Purchasers; (iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s 's principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers and Vision Parties contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser and each Vision Party required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers and the Vision Parties hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) The issuance of the Securities hereunder shall not trigger the application of the rights agreement dated December 4, 2008; (vi) satisfaction or waiver of the participation rights of certain investors pursuant to the securities purchase agreement between the Company and such investors dated October 21, 2009; and (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a no banking moratorium shall have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the a Closing are subject to the following conditions being met: (i) the Company obtaining at the Initial Closing aggregate gross proceeds at least equal to the Minimum Offering; (ii) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (iiiii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b2.4(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the a Closing are subject to the following conditions being met: (i) the Company obtaining at the Initial Closing aggregate gross proceeds at least equal to the Minimum Offering; (ii) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (iiiii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iiiiv) the delivery by the Company of the items set forth in Section 2.2(a2.4(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; andMarch 17, 2014; (vvi) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing DateClosing, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (vii) The Company shall have taken appropriate corporate action to grant to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, its Chief Executive Officer, and other current directors an aggregate of a minimum of 975,000 stock options and a maximum of 2,600,000 stock options, exercisable at $0.155 per share with the actual number calculated on a pro rata basis based upon the amount of gross proceeds; and (viii) The Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have extended the due date of the $1,600,000 of notes held by ▇▇. ▇▇▇▇▇▇▇ to January 1, 2016; and (ix) The Company shall have entered into an agreement with Alpha Capital Anstalt (“Alpha”), pursuant to which Alpha agrees to waive its rights granted pursuant to that certain letter agreement, dated as of December 17, 2013, insofar as such rights preclude the Company from issuing or selling any common stock equivalents at a price per share less than $0.15.

Closing Conditions. (a) The obligations Underwriter has entered into this Agreement in reliance upon the representations, warranties and agreements of the Company hereunder City contained herein and to be contained in connection with the documents and instruments to be delivered by the City at the Closing are and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Certificates shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions being metconditions, including the delivery by the City of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter (any or all of which may be waived by the Underwriter in its discretion): (a) the representations of the City herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) at the time of Closing, (i) all necessary official action of the City relating to the Ordinance shall have been taken; (ii) the Ordinance, the Indenture, the Lease, the Site Lease, and the Certificates shall be in full force and effect, and shall not have been amended, modified or supplemented; and (iii) the Official Statement shall not have been amended or supplemented, except in any such case as may have been agreed to by the Underwriter and the City; (c) the Lease, the Site Lease, the Indenture, this Purchase Agreement, the Continuing Disclosure Undertaking, the Certificates, and the Official Statement shall have been duly authorized, executed, authenticated, delivered and received by the respective parties thereto in the form approved by the Underwriter with only such changes as shall be mutually agreed upon by the respective parties thereto and the Underwriter; (d) at the time of closing, there shall not have occurred any change in the condition, financial or otherwise, or in the revenues or operations of the City, from that set forth in the Official Statement that in the judgment of the Underwriter, is material and adverse and that makes it, in the judgment of the Underwriter, impracticable to market the Certificates in the terms and in the manner contemplated in the Official Statement; (e) the City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (f) at the Closing, the Underwriter shall receive the following documents, each dated as of the date of Closing (other than the final Official Statement and the rating letters required by (xiii) below, which are not dated as of the date of Closing) and in form and substance satisfactory to the Underwriter: (i) the accuracy in all material respects on the Closing Date a specimen of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)Certificates; (ii) all obligationsa fully executed copy of the Ordinance certified by the City Clerk as having been duly adopted by the Council and as being in effect, covenants and agreements of each Purchaser required to be performed at with such changes or prior to the Closing Date shall amendments as may have been performed; and (iii) agreed to by the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedUnderwriter; (iii) the delivery by the Company executed copies of each of the items set forth in Section 2.2(a) of Indenture, this Purchase Agreement, the Final Terms Certificate, the Lease, the Site Lease, the Official Statement, and the Continuing Disclosure Undertaking; (iv) there shall have been no Material Adverse Effect with respect the approving opinion of Bond Counsel, dated the date of Closing, substantially in the form attached to the Company since Official Statement and addressed to the date hereof; andCity and the Underwriter; (v) a supplemental letter from Bond Counsel, in form and substance satisfactory to the Underwriter and addressed to the City and the Underwriter, dated as of the date hereof of Closing, stating, in substance, that nothing came to the Closing Dateattention of the attorneys at ▇▇▇▇▇ ▇▇▇▇, trading LLP rendering legal services in connection with such firm’s representation of the Common Stock shall not have been suspended by City that the Commission or Official Statement, as of its date and the Company’s principal Trading Market date of Closing, (except for any suspension of trading of limited duration agreed to by the Companyfinancial statements, which suspension shall be terminated prior to the Closing)demographic, andeconomic, at any time prior to the Closing Dateengineering, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limitedfinancial, or minimum prices shall not have been established on securities whose trades are reported by such servicestatistical data and any statements of trends, or on any Trading Marketforecasts, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect onestimates, projections, assumptions, or any expressions of opinion and information concerning The Depository Trust Company and its procedures contained in the Official Statement and its appendices, as to which no view is expressed) contained any untrue statement of a material adverse change in, fact or omitted any financial market whichmaterial fact required to be stated therein or necessary to make the statements in the Official Statement, in each caselight of the circumstances under which they were made, not misleading; (vi) a supplemental opinion of Bond Counsel in the reasonable judgment of each Purchaserform and substance satisfactory to the Underwriter and addressed to the City and the Underwriter, makes it impracticable or inadvisable to purchase the effect that the Certificates are exempt from registration under the Securities at Act of 1933, as amended, and it is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended; (vii) a certificate executed by the City Attorney relating to (A) the due organization of the City, (B) the officials of the City named in the Official Statement have been duly elected or appointed to and are as of the date hereof qualified to serve in their respective positions, (C) the due authorization, execution and delivery of the Lease, the Site Lease, this Purchase Agreement, the Final Terms Certificate, and the Continuing Disclosure Undertaking by the City, (D) the absence of any material litigation involving the City, (E) the adoption of the Ordinance; and (F) such other matters as may be reasonably required; (viii) a certificate of the City signed by duly authorized officials of the City relating to (A) the representations of the City contained herein are true and correct in all material respects and as of the date of Closing as if made on the date of Closing.; (B) the due organization and existence of the City, (C) the absence of any material litigation against the City,

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on as at the Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with each the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) the Company meets the current public information requirements under Rule 144 in respect of the Conversion Shares or Warrant Shares and any other shares of Common Stock issuable under the Notes or the Warrants; (ix) the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or re-submit; (ix) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein; (x) The Company has submitted the Listing of Additional Shares Notification Form with the Nasdaq with respect to the Offering of the Securities and Commitment Shares; . (xi) To the Company’s knowledge, neither the Commission nor any state regulatory authority has issued any order preventing or suspending the use of the Shelf Registration Statement or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order; (xii) The conditions for use of Form S-3, set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.6 and other conditions related to the offer and sale of the Commitment Shares, have been satisfied.

Closing Conditions. (a) The obligations consummation of the Company hereunder in connection with transactions contemplated by this Agreement (the Closing are “Closing”) is subject to the satisfaction of each of the following conditions being metconditions: (i) 1. All documents, instruments and other writings required to be delivered by Company to Investor pursuant to any provision of this Agreement or in order to implement and effect the accuracy transactions contemplated herein have been fully executed and delivered, including without limitation those enumerated in Section II.B above; 2. The Common Stock is listed for and currently trading on the same or higher Trading Market and, subject to Section IV.L below and there is no notice of any suspension or delisting with respect to the trading of the shares of Common Stock on such Trading Market; 3. The representations and warranties of Company and Investor set forth in this Agreement are true and correct in all material respects as if made on the Closing Date of the such date (except for representations and warranties of the Purchasers contained herein (unless expressly made as of a specific date thereinspecified date, which will be true as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at 4. Except for those prior breaches known or identified by Investor prior to the Closing Date shall Effective Date, no material breach or default has occurred under any Transaction Document or any other agreement between Company and Investor; 5. The Company has duly authorized shares of Common Stock reserved for issuance to Investor in an amount equal to thrice the number of shares sufficient to immediately issue all Conversion Shares potentially issuable under this Agreement and any other agreements with Investor at such time; 6. There is not then in effect any law, rule or regulation prohibiting or restricting the transactions contemplated in any Transaction Document, or requiring any consent or approval which will not have been performedobtained, other than Approval, nor is there any completed, pending, threatened or, to Company’s knowledge, contemplated proceeding or investigation which may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement, including without limitation the sale, issuance, listing, trading, or resale of any Shares on the Trading Market; no statute, rule, regulation, executive order, decree, ruling or injunction will have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits the transactions contemplated by this Agreement, and no actions, suits or proceedings will be completed, in progress, pending, threatened or, to Company’s knowledge, contemplated by any person other than Investor or any Affiliate of Investor, that seek to enjoin or prohibit the transactions contemplated by this Agreement; and (iii) the delivery by each Purchaser 7. Any rights of the items set forth in Section 2.2(b) first refusal, preemptive rights, rights of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect onparticipation, or any material adverse change in, any financial market which, in each case, similar right to participate in the reasonable judgment of each Purchasertransactions contemplated by this Agreement, makes it impracticable or inadvisable to purchase the Securities at the Closingif any, have been waived in writing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on as to the applicable Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the applicable Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the applicable Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the each Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at each Closing; (viii) the ClosingCompany does not meet the current public information requirements under Rule 144 in respect of the Conversion Shares or Warrant Shares and any other shares of Common Stock issuable under the Notes or the Warrants; (ix) the Company fails to file with the Commission any required reports under Section 13 or 15(d) of the Exchange Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or re-submit; (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.1 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed; (iii) written approval of the transactions contemplated hereunder by the Trading Market; and (iv) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement. b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Company shall have obtained the consent of Asset Managers International, Ltd. to include the Registrable Securities (as defined in the Registration Rights Agreement) on the next registration statement to be filed on behalf of Asset Managers International, Ltd.; (vi) written approval of the transactions contemplated hereunder by the Trading Market; and (vvii) from From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with to affect the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers Subscriber contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser the Subscriber required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser the Subscriber of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers Subscriber hereunder in connection with to affect a Closing, unless waived by the Closing Subscriber, are subject to the following conditions being met: (i) the accuracy in all material respects when made and (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the each respective Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each PurchaserSubscriber, makes it impracticable or inadvisable to purchase acquire the Securities at the Closing; and (vi) The Company will be current in its filings with the Commission.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date thereintherein in which case they shall be accurate in all material respects as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Nasdaq Capital Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading the Nasdaq Capital Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. Each Purchaser’s obligation to purchase the Units at each Closing Time on each Closing Date shall be conditional upon the fulfilment at or before each Closing Time of the following conditions: (a) The obligations the Agent shall have received a certificate, dated as of each Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company hereunder in connection with Corporation, or such other officers of the Closing are subject Corporation as the Agent may agree, certifying for and on behalf of the Corporation, to the following conditions being metbest of the knowledge, information and belief of the persons so signing, that: (i) no order, ruling or determination having the accuracy effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any Securities Regulator and is continuing in effect and no proceedings for that purpose have been instituted or are pending, contemplated or threatened by any Securities Regulator; (ii) since September 30, 2021, (A) there has been no material adverse change, financial or otherwise, in the assets or liabilities (contingent or otherwise), business, condition (financial or otherwise), capital or prospects of the Corporation and the Subsidiaries, taken as a whole, that has not been generally disclosed, and (B) no material transactions have been entered into by the Corporation or the Subsidiaries other than in the ordinary course of business, except as has been disclosed in the Disclosure Documents; (iii) the Corporation has duly complied with all material respects the terms, covenants and conditions of this Agreement on the its part to be complied with up to each Closing Date of Time; and (iv) the representations and warranties of the Purchasers Corporation contained herein (unless in this Agreement are true and correct as of each Closing Time with the same force and effect as if made at and as of each Closing Time after giving effect to the transactions contemplated by this Agreement; (b) the Agent shall have received at each Closing Time a specific certificate dated as of each Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agent, with respect to the constating documents of the Corporation, all resolutions of the Corporation’s board of directors relating to the Offering, this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers and such other matters as the Agent may reasonably request; (c) the Agent shall have received satisfactory evidence that notice of the Offering has been provided to the CSE in accordance with the applicable policies of the CSE; (d) the Subscription Agreements and the Warrant Indenture shall have been executed and delivered by the Corporation in form and substance satisfactory to the Agent, acting reasonably; (e) the Agent shall have received a certificate from Endeavor Trust Corporation as to the number of Common Shares issued and outstanding as at a date thereinnot more than two Business Days prior to each Closing Date; (f) the Agent shall have received legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent, acting reasonably, dated as of each Closing Date, from ▇▇▇▇▇▇▇▇ LLP, counsel to the Corporation, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, as appropriate, with respect to the following matters: (i) as to the existence of the Corporation under the Business Corporations Act (British Columbia), and as to the requisite corporate power and capacity of the Corporation to carry out its obligations under this Agreement, the Subscription Agreements, the Compensation Warrant Certificates and the Warrant Indenture and to issue the Unit Shares and Warrants comprising the Units, the Warrant Shares, the Compensation Warrants and the Compensation Warrant Shares; (ii) all obligationsas to the authorized capital of the Corporation; (iii) as to the requisite corporate power and capacity of the Corporation to carry on business and to own, covenants lease and agreements operate its properties and assets; (iv) the execution and delivery of this Agreement, the Subscription Agreements, the Compensation Warrant Certificates and the Warrant Indenture by the Corporation, the performance by the Corporation of its obligations hereunder and thereunder, do not or will not violate, contravene or breach any provision of: (i) the constating documents of the Corporation; (ii) the Business Corporations Act (British Columbia) and the regulations thereunder or (iii) any resolutions of the directors or shareholders of the Corporation; (v) each Purchaser of this Agreement, the Subscription Agreements, the Compensation Warrant Certificates and the Warrant Indenture has been duly authorized and executed and delivered by the Corporation, and constitute valid and binding obligations of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable law; (vi) the Unit Shares partially comprising the Units have been duly authorized and validly issued as fully paid and non-assessable shares in the capital of the Corporation; (vii) the Warrant Shares and the Compensation Warrant Shares have been duly authorized and reserved for issuance and upon the due exercise of the Warrants and the Compensation Warrants in accordance with the provisions thereof, the Warrant Shares and the Compensation Warrant Shares, respectively, will be, validly issued as fully paid and non-assessable shares in the capital of the Corporation; (viii) the Warrants partially comprising the Units and the Compensation Warrants have been validly issued and created; (ix) the issuance of the Unit Shares and Warrants comprising the Units to the Purchasers and the issuance of the Compensation Warrants to the Agent are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be performed filed (other than specified forms accompanied by requisite filing fees), proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws of the Canadian Offering Jurisdictions to permit such issuances; (x) each of the issuance of the Warrant Shares upon due exercise of the Warrants and the issuance of the Compensation Warrant Shares upon the due exercise of the Compensation Warrants is or will be exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws of the Canadian Offering Jurisdictions to permit such issuances; (xi) no prospectus is required nor are other documents required to be filed, proceedings taken, or approvals, permits, consents or authorizations of regulatory authorities obtained under the applicable Securities Laws to permit a holder of Unit Shares or Warrants comprising the Units, Warrant Shares, Compensation Warrants or Compensation Warrant Shares to trade those securities in the Canadian Offering Jurisdictions, provided that: (A) the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) at or the time of such trade, at least four months have elapsed from the “distribution date” (as defined under NI 45-102) of the Unit Shares and Warrants comprising the Units and the Compensation Warrants, as the case may be; (C) the certificates (if any) representing the Unit Shares, the Warrants, the Compensation Warrant Certificates, and if issued prior to four months and one day after each Closing Date, the Closing Date shall have been performedWarrant Shares and the Compensation Warrant Shares, as applicable, are issued with a legend stating the prescribed restricted period in accordance with section 2.5(2)(3)(i) of NI 45-102 and, if the security is entered into a direct registration system or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in section 2.5(2)(3)(i) of NI 45-102; (D) such trade is not a “control distribution” (as defined in the NI 45-102); (E) no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of such trade; (F) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (iiiG) if the selling securityholder is an “insider” or “officer” of the Corporation (as such terms are defined under the applicable Securities Laws), the selling securityholder has no reasonable grounds to believe that the Corporation is in default of “securities legislation” (as defined in National Instrument 14-101 – Definitions and Interpretation); (xii) the delivery by each Purchaser form and terms of the items set forth in Section 2.2(b) Compensation Warrant Certificates have been approved by the board of this Agreement.directors of the Corporation and complies with the applicable provisions of the Business Corporations Act (British Columbia); and (bxiii) The respective obligations the Corporation is a reporting issuer under applicable Securities Laws in each of the Purchasers hereunder Provinces of Alberta, British Columbia and Ontario and, except in connection with the Default, is not on the list of defaulting issuers maintained under such legislation; (g) the Agent shall have received at each Closing are subject Time a certificate signed by an appropriate officer or officers of each of the Subsidiaries addressed to the following conditions Agent and the Purchasers certifying as to the issued and outstanding shares of the Subsidiaries being met:owned and controlled by the Corporation, and that such shares are free and clear of all Encumbrances, claims or demands whatsoever and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Subsidiaries of any interest in any of the shares in the capital of the Subsidiaries; (h) the Agent shall have received a certificate of status (or the equivalent) with respect to the jurisdiction in which the Corporation and each of the Subsidiaries is incorporated, amalgamated or continued, as the case may be; (i) the accuracy in all material respects when made and on the Closing Date Agent shall have received satisfactory evidence of the representations and warranties completion of the Company contained herein (unless as of a specific date therein)Non-Brokered Offering; (iij) all obligationsthe Agent shall have received a title opinion addressed to the Agent and the Purchasers, covenants in form and agreements substance satisfactory to the Agent’s counsel, acting reasonably, dated as of the Company required to be performed at or prior Initial Closing Date as to the Closing Date shall have been performed; (iii) title and ownership interest in the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereofSilver Strand Project; and (vk) from each of the date hereof directors and officers of the Corporation shall have delivered to the Closing Date, trading in Agent a signed copy of the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension Form of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally Lock-Up Agreement attached hereto as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the ClosingSchedule “A”.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the each Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the each Closing Date shall have been performed; and; (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and (iv) in the case of the second Closing, that the Company has elected to proceed with the second Closing. (b) The respective obligations of the Purchasers Purchaser hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the each Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the each Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect (defined in Section 3.1(b) below) with respect to the Company since the date hereof; and; (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the each Closing), and, at any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (vi) in the case of the first Closing Date, such date shall be on or before December 31, 2018; and (vii) in the case of the second Closing Date, such date shall be on or before December 31, 2018 and no breach or Event of Default shall have occurred under any Note or Warrant.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (viii) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) each of the Series D-1 Certificate of Designation and the Series D-2 Certificate of Designation shall have been filed with and be effective in the State of Delaware; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; (iii) the Company shall have received gross proceeds of at least Fifteen Million ($15,000,000) dollars from an offering of shares of its Common Stock pursuant to a securities purchase agreement dated on or about the date hereof (the “Equity Purchase Agreement”), which transaction shall have closed on or before November 20, 2009; and (iiiiv) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) the Company shall have received gross proceeds of at least Fifteen Million ($15,000,000) dollars from an offering of shares of its Common Stock pursuant to a securities purchase agreement dated on or about the date hereof, which transaction shall have closed on or before November 20, 2009; (iii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iiiiv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (ivv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (vvi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s 's principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase consummate the Securities at the Closingtransactions hereunder.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this AgreementAgreement and a copy of the irrevocable instructions to the Escrow Agent to release the aggregate Subscription Amount as directed by the Company and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the as at Closing Date of the representations and warranties of the Purchasers Purchaser contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each the Purchaser of the items set forth in Section 2.2(b2.3(b) of this Agreement. (b) The respective obligations of the Purchasers each Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on as to the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a2.3(a) of this Agreement; (iv) there is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default; (v) there is no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents; (vi) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and; (vvii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each the Purchaser, and without regard to any factors unique to the Purchaser, makes it impracticable or inadvisable to purchase the Securities Notes at the Closing; (viii) an Approved Financing shall have been consummated, or the Purchaser shall otherwise be satisfied, in its sole discretion, that an Approved Financing will be consummated concurrently with the Closing hereunder; (ix) the text and timing of any public announcement or filing with any governmental authority or stock exchange by the Company of the transactions contemplated hereby following execution of this Agreement shall be approved in writing by the Purchasers, acting reasonably, in advance of such announcement or filing being made; and (x) any other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) each representation and warranty of the accuracy in all material respects on Purchasers shall be true and correct as of the date when made and as of the Closing Date of the as though originally made at that time (except for those representations and warranties of the Purchasers contained herein (unless that speak as of a specific date thereindate, which shall be true and correct as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performedperformed in all material respects; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) each representation and warranty of the accuracy in all material respects Company shall be true and correct as of the date when made and on as of the Closing Date of the as though originally made at that time (except for those representations and warranties of the Company contained herein (unless that speak as of a specific date thereindate, which shall be true and correct as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this AgreementAgreement and such other items as may be agreed to with a particular Purchaser; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for Market, nor shall any such suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)have been threatened in writing, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing. (vi) the Shares shall be listed on the Company’s principal Trading Market; (vii) the Company shall have obtained all Required Approvals; and (viii) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of the transactions contemplated by the Transaction Documents; and (ix) the aggregate Subscription Amount for all Purchasers hereunder shall be at least $3,000,000.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date thereintherein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser all Purchasers required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser all Purchasers of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing)Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each such Purchaser, makes it impracticable or inadvisable to purchase the Securities Shares at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) the Company shall have obtained a written extension and forbearance of any outstanding Indebtedness such that such Indebtedness does not become due and is not payable on or before the one year anniversary of the date hereof or, as to any such debt, such debt shall have been converted at a conversion price of no less than $1.65 and on such other terms as is acceptable to Vision; and (vi) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Closing Conditions. (a) The obligations of the Company hereunder in connection with the each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are is subject to the following conditions being met: (i) the accuracy in all material respects when made and on each Closing Date of the representations and warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to each Closing Date shall have been performed; (iii) the Company shall have received executed Agreements from Purchasers with Subscription Amounts aggregating at least $3,000,000; and (iv) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement. b) The respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met: (i) the accuracy in all material respects on each Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein)herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the each Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at At any time prior to the each Closing Date, trading in securities generally as reported by Bloomberg L.P. Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities Debentures at the each Closing.