Common use of Conditions of Placement Agent’s Obligations Clause in Contracts

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (h) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares and the Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it at or before the Closing. (c) The Subscription Documents do Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying, certifying as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate of each of the Company and each of its Subsidiaries, each dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation incorporation; and (ii) resolutions of the Company’s 's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, Agreement and the Subscription DocumentsMemorandum, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees Agent Compensation and Agent Expense Allowance earned in such Closing. (h) The Company shall deliver to the Placement Agent a signed opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, as of each Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (i) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares Shares, the Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a effect any Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and and, the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it at or before the each Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatenedthreatened by a court or governmental authority. (ed) The Placement Agent shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the each Closing Date, certifying, certifying as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (dc) above. (fe) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate dated as of a date within 10 days prior with respect to the Closing Date from Company and each active subsidiary of the secretary of state of its jurisdiction of incorporation Company; and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, Agreement and the Subscription DocumentsMemorandum, all as certified by the Chief Executive Officer Secretary of the Company. (gf) At each Closing, the Company shall pay and/or issue have paid to the Placement Agent, the Selling Commissions, Marketing Allowance, Management Fee and the Expense Allowance as set forth in Sections 3(a) hereof and shall execute and deliver to the Placement Agent, the Placement Agent Warrant as set forth in Section 3(b). (g) The Company shall deliver to the Placement Agent a signed opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Ltd., counsel to the Brokers’ Fees earned Company (“Company Counsel”), dated as of each Closing Date, substantially in such Closing.the form annexed hereto as Exhibit A. (h) All proceedings taken at or prior to the each Closing in connection with the authorization, issuance and sale of the Shares Units and the Warrants Placement Agent Warrant will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (i) A Registration Rights Agreement covering the Conversion Shares, the Warrant Common Shares and the Placement Agent Warrant Common Shares in the form attached to the Memorandum shall be executed and delivered by the Company. (j) Lock-up agreements with all of the Company’s executive officers and directors, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (k) A merger agreement with Global Capacity Group, Inc. shall have been consummated or is consummated concurrently with the Initial Closing. (l) The Company has consummated a Debt Financing on the terms set forth in the Memorandum.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it at or before the Closing. (c) The Subscription Documents do Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying, certifying as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate of each of the Company and each of its Subsidiaries, each dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation incorporation; and (ii) resolutions of the Company’s 's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, Agreement and the Subscription DocumentsMemorandum, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees Agent Compensation and Agent Expense Allowance earned in such Closing. (h) The Company shall deliver to the Placement Agent a signed opinion of L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, as of each Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (i) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares Shares, the Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the each Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the first Closing Date from the secretary of state of its jurisdiction of incorporation incorporation; and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, any other agreements and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (h) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares and the Warrants Units will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified as to materiality shall be true and correct on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Units from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription Documents, none of the Company’s shares of Common Stock comprising the Units, the Investor Warrants and the Broker Warrants will be subject to preemptive or similar rights of any stockholder or security holder of the Company, or an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the Company. (f) There shall have been no material adverse change nor development involving a prospective change in the financial condition, operations or projects of the Company, except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the Company, taken individually or in the aggregate. (g) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (df) above. (fh) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (gi) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (hj) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares Common Stock, the Investor Warrants and the Broker Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company qualified (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct on as of the date of this Agreement and as of each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the date (except for representations and warranties made by the Company not qualified that speak as to materiality shall be true and correct in all material respects on each Closing Dateof a specific date), except to for any untrue or incorrect representation and warranty that, individually or in the extent any such representation or warranty expressly speaks as of an earlier dateaggregate, in which case such representation or warranty shall be true and correct in all material respects as of such earlier datedoes not have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it this Agreement at or before the Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (h) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Shares shares comprising the Units and the Investor Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it the Company at or before the Closing. (c) The Subscription Documents do Memorandum shall not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Subscription Documents Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (ef) The Placement Agent shall have received a certificate of the Chief Executive Officer an officer of the Company, dated as of the Closing Datedate of such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (fg) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within 10 ten (10) days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation and or formation, as applicable, (ii) resolutions of the Company’s Board board of Directors directors approving the Merger, the reverse stock split, this Agreement and the transactions and agreements contemplated by this Agreement, certified by the Chief Executive Officer of the Company and (iii) resolutions of the Subscription DocumentsCompany’s stockholders approving the proposals set forth in the S-4 Registration Statement (as defined below), all as certified by the Chief Executive Officer of the Company... (gh) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees Agent Cash Fee and Agent Expense Allowance earned in such Closing. (hi) At each Closing, the Company shall deliver to the Placement Agent signed opinions of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP and/or ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C., counsels to the Company, dated as of each such Closing Date, in the forms reasonably acceptable to the Placement Agent. Such opinions shall contain, among other items, opinions on matters relating to organization and good standing, corporate power and authority and exemption of the Offering from the registration requirements of the Securities Act. (j) Prior to the First Closing, the Company shall receive requisite shareholder approval for the proposals set forth in the Company’s Registration Statement on Form S-4 which was filed with the SEC on June 16, 2020 (the “S-4 Registration Statement”) and the merger transaction with Adgero Biopharmaceuticals described therein (the “Merger”) shall have been consummated. (k) Concurrent with the First Closing, the Success Fee Shares as defined in the S-4 Registration Statement shall be issued and delivered to SternAegis Ventures (or its designees). (l) Prior to the First Closing, the Company shall receive Nasdaq approval with respect to the reverse stock split contemplated in the S-4 Registration Statement and such reverse split shall be effectuated by all necessary corporate action. With respect to said reverse stock split, the Company shall consult with the Placement Agent on the specific reverse stock split ratio prior to the time said reverse stock split is effectuated. (m) Prior to the First Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series C Preferred Stock with the State of Nevada. Prior to each subsequent Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series C Preferred Stock with the State of Nevada to the extent required. (n) All proceedings taken at or prior to the any Closing in connection with the authorization, issuance and sale of the Shares and the Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (o) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by the Company qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, performed and complied with by it the Company at or before the Closing. (c) The Subscription Documents do Memorandum shall not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Subscription Documents Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (ef) The Placement Agent shall have received a certificate of the Chief Executive Officer an officer of the Company, dated as of the Closing Datedate of such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (fg) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within 10 ten (10) days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation or formation, as applicable, and (ii) resolutions of the Company’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (gh) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, the Placement Agent shall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall promptly issue said Agent Warrants and deliver same to the Placement Agent. (i) At each Closing, the Company shall deliver to the Placement Agent a signed opinion of Disclosure Law Group, counsel to the Company, dated as of each such Closing Date, substantially in the form annexed hereto as Exhibit A. (j) Prior to each Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series A Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (hk) All proceedings taken at or prior to the any Closing in connection with the authorization, issuance and sale of the Shares and the Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by of the Company qualified as set forth herein, in the Offering Documents and to materiality shall be true and correct on each Closing Date, except delivered to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties made by the Company not qualified as Placement Agent pursuant to materiality Section 2 herein above shall be true and correct in all material respects when made on the date hereof and on and as of each Closing Date as though made on and as of each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have performed and complied complied, in all material respects respects, with all agreements, covenants and conditions required to be performed, performed and complied with by it under the Transaction Documents at or before the each Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the use of the Subscription Offering Documents or enjoining the Offering offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s 's knowledge, be contemplated or are threatened. (ed) The Placement Agent shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (dc) above. (fe) The Company shall have delivered to the Placement Agent: Agent (i) a currently dated good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation formation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of the Company’s 's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement, Agreement and the Subscription other Transaction Documents. (f) On or prior to the date hereof and at each Closing, the Company shall have provided a certificate to the Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company or its business, properties or assets from the latest date of the financial statements included in the Offering Documents, all as certified by the Chief Executive Officer absence of material undisclosed liabilities and such other matters relating to the financial condition and prospects of the CompanyCompany that the Placement Agent may reasonably request. (g) At each Closing, the Company shall pay and/or issue have paid to the Placement Agent, the Placement Agent's Fee, and the Expense Allowance as set forth in Section 3(d) hereof. (h) There shall have been delivered to the Placement Agent a signed opinion of counsel to the Brokers’ Fees earned Company ("Company Counsel"), dated as of each Closing Date, as to such matters and in such Closingform as the Placement Agent and its counsel may reasonably request. The opinion shall address those matters described in Paragraphs 2(c), (d), (e), and (g) hereinabove subject to knowledge qualifiers and other standard limitations and assumptions for opinions given in transactions of the nature contemplated by this Agreement. (hi) All proceedings taken at or prior to the each Closing in connection with the authorization, issuance and sale of the Shares and the Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (j) Prior to signing this Agreement, the Placement Agent and its counsel shall have completed to their satisfaction a due diligence review of the Company and are reasonably satisfied with, inter alia, the Company business affairs, contractual relations, its pending and threatened litigation and other matters affecting the Company financial condition, assets, properties, business and prospects. The Company and its legal counsel, accountants, agents, employees and advisors shall have previously provided to the Placement Agent and its counsel all documents and materials that they may request in order to complete such due diligence review.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder pursuant to affect a Closing are subject this Agreement shall be subject, in its discretion, to the fulfillment, at or before each Closing, continuing accuracy of the representations and warranties of the Company contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the date hereof and as of the Closing Date to the performance by the Company of its obligations hereunder, and to the following additional conditions: (a) Each At the Closing, the Placement Agent shall have received the favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company, dated the date of delivery, addressed to the Placement Agent, and in form and scope satisfactory to counsel for the Placement Agent, to the effect that: (i) the Company is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation, with full power and authority and, to the knowledge of such counsel, all necessary consents, authorizations, approvals, orders, licenses, certificates, and permits of and from, and all declarations and filings with, all federal, state, local, foreign, and other governmental authorities and all courts and other tribunals, to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Documents. The Company is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary (except where the failure to so qualify would not have a material adverse effect upon the Company); (ii) To the best of our knowledge, the Company has, an authorized and outstanding capitalization as set forth in the Memorandum as of the representations date indicated therein, and warranties made the shares of Common Stock have not been issued and are not owned or held in violation of any preemptive right of stockholders. To the best knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as may be properly described in the Documents. To the best knowledge of such counsel, there is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company, except as may be properly described in the Documents. (iii) To the best knowledge of such counsel, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to the Company or any of its operations, businesses, properties, or assets except as may be properly described in the Documents or such as individually or in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company. To the best knowledge of such counsel, the Company is not in violation of, or in default with respect to, any law, rule, regulation, order, judgment, or decree, except as may be properly described in the Documents or such as in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company; (iv) To the best knowledge of such counsel, the Company is not in violation or breach of, or in default with respect to, complying with any provision of any contract, agreement, instrument, lease or license which is material to the business of the Company, except as may be described in the Documents; (v) To the best knowledge of such counsel, the Company is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws; (vi) The Company has all requisite power and authority to execute, deliver, and perform each of this Agreement, the Warrants, the Investment Banking Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance by the Company qualified as to materiality shall be true of this Agreement, the Warrants and correct on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier dateInvestment Banking Agreement, and the representations consummation of the transactions contemplated hereby and warranties made thereby. This Agreement, the Warrants and the Investment Banking Agreement have been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to the Company in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by the Company not qualified as to materiality shall be true for the execution, delivery, or performance by the Company of this Agreement, the Warrants, the Investment Banking Agreement and correct in all material respects on each Closing Datethe consummation of the transactions contemplated hereby and thereby, except the filing of a Notice of Sales of Securities on Form D pursuant to Regulation D and such consents, authorizations, approvals, registrations, and qualifications as may be required under securities or "blue sky" laws in connection with the issuance, sale, and delivery of the Shares pursuant to this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding known to such counsel to which the Company is a party, or to which any of its properties or assets are subject, which has not been obtained, is required for the execution, delivery, or performance of this Agreement, the Warrants, the Investment Banking Agreement and the consummation of the transactions contemplated hereby and thereby, will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease or license known to such counsel, except as disclosed in the Documents; and the certificates representing the Shares, Conversion Shares and the Warrant Shares will be in due and proper form. Upon the issuance and delivery pursuant to the extent terms hereof of the Shares and Warrants, to be sold by the Company hereunder, the Placement Agent, the investors, and/or their designees, will acquire good and marketable title to such Shares and Warrants free and clear of any such representation lien, charge, claim, encumbrance, pledge, security interest, defect or warranty expressly speaks as other restriction or equity of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier dateany kind whatsoever. (bvii) The Company Shares, Conversion Shares and Warrant Shares conform to all statements relating thereto contained in the Documents. The Shares, when issued and delivered to the Placement Agent pursuant to the terms of this Agreement and Conversion Shares, when issued and delivered pursuant to the terms of the Shares, and the Warrant Shares when issued and delivered pursuant to the terms of the Warrants, shall be validly authorized, validly issued, fully paid and nonassessable, without any liability attaching to the ownership thereof, and shall not have performed and complied been issued in violation of any preemptive rights of stockholders. (viii) The Documents (except that no opinion need be expressed as to the financial statements, related schedules, or other financial data contained therein) complies as to form in all material respects with all agreementsrequirements of the Act and the regulations thereunder. To the best knowledge of such counsel, covenants and conditions any contract, agreement, instrument, lease, license, or document required to be performeddescribed in the Documents has been accurately described therein; (ix) To the best knowledge of such counsel, no modification, rescission, suspension, or withdrawal of registration or qualification of the Shares, or of an exemption from such registration or qualification, has been issued and no proceedings for that purpose have been instituted or threatened; (x) Although we are not passing upon, and complied with by it at do not assume any responsibility for, the accuracy, completeness or before the Closing. (c) The Subscription Documents do not, and as fairness of the date statements contained in the Documents (except to the extent expressly stated above), we advise that (relying as to materiality to a large extent on officers and other representatives of the Company), no facts have come to our attention that lead us to believe that the Documents (except for the financial statements (including the notes thereto and the auditors' reports thereon), schedules (including the auditors' reports thereon) and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), contained any amendment untrue statement of material fact or supplement omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (b) the Documents (except for the financial statements (including the notes thereto will notand the auditors' reports thereon), include schedules (including the auditors' reports thereon) and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion) contained any untrue statement of a material fact or omit omitted to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (dxi) No order suspending Assuming that the use Placement Agent has complied with the manner of sale requirements or Regulation D and has confined its selling activities to those states referenced in the Blue Sky surveys provided to the Company by Blue Sky counsel and has complied with the material terms of the Subscription Documents or enjoining Sales Agency Agreement, the offer and sale of the Shares and Warrants in the manner contemplated by the Documents, this Agreement, and the Purchase Agreement (i) are exempt transactions under the Act, and (ii) will not be integrated with any offering of securities made prior to the Offering or sale any such offering proposed to be made of which such counsel has knowledge in a manner that would render unavailable any exemption from the registration provisions of the Units Act. In rendering such opinion, counsel for the Company may rely (A) as to matters involving the application of laws other than the laws of the United States and the corporate law of the State of Florida, to the extent counsel for the Company deems proper and to the extent specified in such opinion, upon an opinion or opinions (in form and substance satisfactory to counsel for the Placement Agent) of other counsel, acceptable to counsel for the Placement Agent, familiar with the applicable laws, in which case the opinion of counsel for the Company shall state that the opinion or opinions of such other counsel are satisfactory in scope, form, and substance to counsel for the Company and that reliance thereon by counsel for the Company and the Placement Agent is reasonable; (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (C) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) On or prior to the Closing Date the Placement Agent shall have been issuedfurnished such information, documents, certificates, and no proceedings opinions as it may reasonably require for that the purpose of enabling it to review the matters referred to in Section 8(a), and in order to evidence the accuracy, completeness, or a similar purpose shall have been initiated or pending, or, to the best satisfaction of any of the Company’s knowledgerepresentations, be contemplated warranties, covenants, agreements, or threatenedconditions herein contained, or as it may otherwise reasonably request. (ec) The At the Closing the Placement Agent shall have received a certificate of the Chief Executive Officer chief executive officer and of the chief financial officer of the Company, dated the Closing Date to the effect that, as of the date of this Agreement and as of the Closing Date, certifying, as to Date the fulfillment representations and warranties of the conditions set forth in subparagraphs (a)Company contained herein were and are accurate, (b), (c) and (d) abovethat as of the Closing Date the obligations to be performed by the Company hereunder on or prior thereto have been fully performed. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (g) At each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (hd) All proceedings taken at or prior to the Closing in connection with the authorizationissuance, issuance sale, and sale delivery of the Shares and the Warrants will shall be reasonably satisfactory in form and substance to you and your counsel. (e) There shall not have occurred, at any time prior to the Closing (A) any domestic or international event, act, or occurrence which has materially disrupted, or in your opinion will in the immediate future materially disrupt; the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; (C) any outbreak of major hostilities or other national or international calamity; (D) any banking moratorium declared by a state or federal authority; (E) any moratorium declared in foreign exchange trading by major international banks or other persons; (F) any material interruption in the mail service or other means of communication within the United States; (G) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (H) any change in the market for securities in general or in political, financial, or economic conditions which, in your judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Shares. (f) On or before the Closing Date, the Company shall have executed and delivered to the Placement Agent, and shall have entered into a separate agreement (the "Investment Banking Agreement") with the Placement Agent, pursuant to which (i) the Company shall employ the Placement Agent as its Investment Banker and Financial Consultant for an additional period of 12 months; (ii) pay the Placement Agent a fee of $200,000 plus 2% of the amount of gross proceeds raised in the Offering in excess of $10,000,000 for such 12 month period which shall be payable in full in advance at the First Closing, except no fee shall be paid with respect to the sale of Shares to Messrs. ▇▇▇▇ and ▇▇▇▇ and T6-G Limited Partnership; and (iii) pay the Placement Agent a fee of five (5%) percent of the first $5,000,000 and two and one-half (2-1/2%) percent of the amount over $5,000,000 of the consideration paid or received by the Company (or by any subsidiary or affiliated entity of the Company) in any transaction (including mergers, acquisitions, joint ventures and other business transactions) consummated by the Company or any subsidiary or affiliated entity of the Company, which were introduced to the Company by the Placement Agent. As additional compensation under the Investment Banking Agreement, the Company shall sell to the Placement Agent (or its counseldesignated affiliates) upon the execution of the Investment Banking Agreement, 500,000 common stock purchase warrants at a price of $.001 per warrant. Such warrants will expire five years after the Offering is consummated and will be exercisable at $2.50 per share commencing March 1, 1997. The warrants may be exercised as to all or a lesser number of shares (the "Warrant Shares") and will contain provisions for registration of the resale of the underlying shares at the Company's expense, cashless exercise and for adjustment in the number of such counsel shall have been furnished with all such documents, certificates shares and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated herebyexercise price to prevent dilution.